As filed with the Securities and Exchange Commission on April 26, 2022.

Registration No. 333-261246

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_____________________

Amendment No. 7 to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

_____________________

Agora Digital Holdings, Inc.
(Exact name of registrant as specified in its charter)

_____________________

Nevada		7374		87-2830596
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

145 King Street, Suite 410
Charleston,
South Carolina 29401
(800) 219-0518
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

_____________________

William B. Hoagland, CFA
Chief Executive Officer
145 King Street, Suite 410
Charleston, South Carolina 29401
(800) 762-7293
(Name, address, including zip code, and telephone number, including area code, of agent for service)

_____________________

Copies to:

Michael D. Harris, Esq.
Brian S. Bernstein, Esq.
Constantine Christakis, Esq.
Nason, Yeager, Gerson, Harris & Fumero, P.A.
3001 PGA Boulevard, Suite 305
Palm Beach Gardens, Florida 33410
(561) 686-3307

Robert F. Charron
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, New York 10105
(212) 370-1300

_____________________

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, other than securities offering only in connection with dividend or interest reinvestment plans, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging company See the definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☒

In the event of a stock split, stock dividend, or similar transaction involving our common stock, the number of shares registered shall automatically be increased to cover the additional shares of common stock issuable pursuant to Rule 416 under the Securities Act of 1933.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall hereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION, DATED APRIL 26, 2022

AGORA DIGITAL HOLDINGS, INC.

Units
Each Unit Consisting of
One Share of Common Stock (par value $0.001)
and
One Warrant to Purchase One Share of Common Stock
And ________ shares of Common Stock underlying the Warrants

This is an initial public offering of securities by Agora Digital Holdings, Inc. (“Agora”), a Nevada corporation and majority-owned subsidiary of Ecoark Holdings, Inc. (“Ecoark”). We are offering ____ units, each unit consisting of one share of common stock, $0.001 par value per share, and one warrant to purchase one share of common stock, of Agora.

Each warrant is immediately exercisable for one share of common stock at an exercise price of $____ per share or ____% of the price of the units sold in the offering and will expire ____ years from the date of issuance.

Prior to this offering, there has been no public market for our securities. It is currently estimated that the initial public offering price for our units will be between $____ and $____ per unit. We have applied to list our common stock and warrants on the Nasdaq Capital Market under the symbols “DEFY” and “DEFYW,” respectively. We will not consummate this offering unless our common stock and warrants are approved for listing on Nasdaq.

The offering is being underwritten on a firm commitment basis. The underwriter may offer the securities from time to time to purchasers directly or through agents, through brokers in brokerage transactions on The Nasdaq Capital Market, to dealers in negotiated transactions or in a combination of such methods of sale, or otherwise, at fixed price or prices, which may be changed, or at market prices prevailing at the time of sale, at prices related to such prevailing market prices.

Approximately 90 days following this offering, Ecoark is expected to spin off 80% of the Agora common stock it holds, or 33,336,997 shares, to Ecoark’s securityholders as a stock dividend, and Ecoark will retain the remaining 20% of Agora common stock it holds, or 8,334,224 shares. While the stock dividend is expected to occur, we do not have a definitive agreement with Ecoark requiring Ecoark to effect the spin-off, and there is a possibility that the spin-off will not occur as expected or at all.

We are an “emerging growth company” as defined under the federal securities laws, and, as such, we have elected to comply with certain reduced reporting requirements for this prospectus and may elect to do so in future filings.

Investing in our securities involves risks. See the section titled “Risk Factors” beginning on page 10.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

	Per Unit	Total
Initial public offering price	$	$
Underwriting discounts and commissions(1)	$	$
Proceeds to us, before expenses	$	$

____________

(1) See the section titled “Underwriting” for a description of the compensation payable to the underwriter.

We have granted the underwriter the option for a period of 30 days to purchase up to an additional ____________ shares and/or an additional _______ warrants from us on the same terms as set forth, if any.

The underwriter expects to deliver the units to purchasers on or about_____________, 2022, subject to customary closing conditions.

H.C. Wainwright & Co.

Prospectus dated [•], 2022.

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		PAGE
PROSPECTUS SUMMARY		1
RISK FACTORS		10
FORWARD-LOOKING STATEMENTS		39
USE OF PROCEEDS		41
DIVIDEND POLICY		42
DETERMINATION OF OFFERING PRICE		43
DILUTION		44
CAPITALIZATION		46
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS		48
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		55
BUSINESS		69
MANAGEMENT		81
EXECUTIVE COMPENSATION		85
PRINCIPAL STOCKHOLDERS		91
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		93
DESCRIPTION OF SECURITIES		94
SHARES ELIGIBLE FOR FUTURE SALE		97
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS		99
UNDERWRITING		107
LEGAL MATTERS		111
EXPERTS		111
WHERE YOU CAN FIND MORE INFORMATION		111
INDEX TO FINANCIAL STATEMENTS		F-1

You should rely only on information contained in this prospectus. We have not, and the underwriter has not, authorized anyone to provide you with information that is different from that contained in this prospectus. We are responsible for updating this prospectus to ensure that all material information is included and will update this prospectus to the extent required by law.

Through and including __________, ______ (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

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PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our securities. You should read this entire prospectus carefully, including our financial statements and the related notes appearing elsewhere in this prospectus and the information set forth in the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” before making an investment decision. As used in this prospectus, unless the context otherwise requires, references to “we,” “us,” “our” “Agora” and the “Company” refer to the consolidated operations of Agora Digital Holdings, Inc., and its wholly owned subsidiaries.

Company Overview

Agora was organized by our parent and principal stockholder, Ecoark Holdings, Inc. (“Ecoark”) to enter the cryptocurrency mining business. Because of regulatory uncertainty over cryptocurrency being deemed to be securities, Agora’s initial focus is on mining Bitcoin which has not currently been deemed as a security. Because of regulatory concerns and the changing regulatory environment, we intend to seek opportunities to engage with cryptocurrencies that do not involve the offer or sale of any securities.

On September 22, 2021, Ecoark assigned 100% of the membership interests of Trend Discovery Holdings LLC (“Trend Discovery”) to Agora, and Trend Discovery is now a wholly-owned subsidiary of Agora. Through Trend Discovery, Agora operates the following wholly-owned subsidiaries: Bitstream Mining LLC (“Bitstream”), Barrier Crest LLC (“Barrier Crest”), Trend Discovery Capital Management LLC (“Trend Capital Management”), and Trend Discovery Exploration LLC (“Trend Exploration”). Additionally, Trend Capital Management is the general partner of Trend Discovery LP (“Trend LP”) and the manager of Trend Discovery SPV 1, LLC (“Trend SPV”), each of which is an investment fund, but is not the investment manager of either entity. Trend Capital Management is not the investment manager of these entities, nor the beneficial owner of Ecoark securities held by Trend LP nor Trend SPV since it assigned the sole power to vote and direct all investment activities which will impact the entities’ economic performance to an independent third party not affiliated with Ecoark. The investment capital in Trend LP and Trend SPV is from individual limited partners and members, and not from the Company. Trend Capital Management does not have the obligation to absorb losses or the right to receive benefits that could be significant as a result of the entities’ performance. Trend Capital Management does not have any ownership of or a controlling financial interest in Trend LP nor Trend SPV and therefore management has concluded consolidation of these entities with Trend Capital Management is not required. Further information about the relationship among these entities can be found in “Certain Relationships And Related Party Transactions” at page 93 and in the footnotes to financial statements contained herein.

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Set forth below are organizational charts displaying the corporate structure of Ecoark, Agora, and our related subsidiaries as follows:

(i) before the proposed offering and Ecoark’s planned stock dividend of 80% of its Agora common stock, (ii) after the proposed offering but before Ecoark’s planned stock dividend, and (iii) after the proposed offering and Ecoark’s planned stock dividend.

Agora Digital Holdings, Inc.

Organizational Chart

Pre-Offering, Pre-Spinoff

As of April 22, 2022

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Agora Organizational Chart

Post-Offering, Pre-Spinoff

Agora Organizational Chart

Post-Offering, Post-Spinoff

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Ecoark as our principal stockholder plans to effect a stock dividend of 80% of its ownership of Agora common stock, or 33,336,997 shares, following this offering. Following the stock dividend by Ecoark, Agora will operate as a stand-alone entity. Following the offering and stock dividend, assuming 10,000,000 shares are sold in this offering, it is expected that approximately 43,336,997 shares of Agora’s outstanding common stock, or 77.0%, will be held by public stockholders.

The purpose of the spin-off by Ecoark is to generate Ecoark stockholder value by providing such equity owners with a dividend. The shares of Agora common stock will be distributed to Ecoark security holders pro rata on a fully-diluted basis, meaning the holders of options and warrants exercisable for Ecoark common stock will also receive shares of Agora common stock as if the shares of Ecoark common stock underlying their securities were issued and outstanding. The fully-diluted capitalization of Ecoark is 33,336,997 shares, including 26,364,199 shares of outstanding Ecoark common stock and 6,972,798 shares underlying options and warrants. No fractional shares of Agora common stock will be issued in the stock dividend, and any fractional shares of Agora common stock in the stock dividend will be rounded up to the nearest whole share. Ecoark securityholders will not be required to pay any consideration for the stock dividend of Agora common stock.

The spin-off is expected to be administered by Ecoark, in part using third party service providers procured and compensated by Ecoark. Agora is not expected to materially contribute to the administration of Ecoark’s spin-off and does not anticipate entering into any agreements with respect thereto other than arranging with and compensating its transfer agent. Following the spin-off, two greater than 5% beneficial owners of Ecoark are each expected to be greater than 5% beneficial owners of Agora. Ecoark has advised us that neither of these stockholders has attempted to exert any influence or control over its operations or policies. Following the spin-off Agora will lose status as a controlled company under Nasdaq Rules (as more particularly described below) because no single individual, entity or group will hold more than 50% of its outstanding voting power with respect to the election of Agora’s Board of Directors (the “Board”). Although we do not know what third parties will do, Ecoark may continue to control Agora particularly if it is the largest stockholder.

None of the proceeds from this offering will be used to cover any expenses for the planned dividend of Agora common stock by Ecoark. The underwriter has required Ecoark to enter into a lock-up agreement pursuant to which Ecoark may not effect the planned dividend of Agora stock until 90 days following the date of this prospectus. Following the lock-up period, a large number of shares will be available for sale and our stockholders may rapidly sell them resulting in a significant decline in the market price of our common stock and dilution to our stockholders. Following the closing of this offering and the stock dividend, Ecoark will own 8,334,224 shares of Agora common stock representing approximately 14.8% of the issued and outstanding Agora common stock. See the risk factor titled “When Ecoark effects the planned stock dividend of 33,336,997 Agora shares, the impact may depress our common stock price” on page 37 of this prospectus for more information.

The Board of Directors of Ecoark is expected to establish a record date for the stock dividend within no more than 30 days following this offering. In conjunction with publicizing the record date, Ecoark intends to provide its securityholders with an Information Statement about the stock dividend, including the number of shares of Agora common stock to be distributed per fully-diluted share of Ecoark common stock and the calculations used to determine the ratio.

While the stock dividend of 80% of Ecoark’s holdings of Agora common stock is expected to occur, we do not have a definitive agreement with Ecoark requiring Ecoark to effect the spin-off, and there is a possibility that the spin-off will not occur as expected or at all. Neither Agora nor its stockholders will have any input on whether or when to effect the Ecoark stock dividend (except, of course, to the extent an Agora stockholder is an Ecoark director). If the spin-off does not occur as anticipated for any reason investors in Agora will have more limited corporate governance protections under the Nasdaq Rules if we elect to take advantage of the “controlled company” rules as described in the next paragraph.

Because Agora is and will remain a majority-owned subsidiary of Ecoark prior to the planned stock dividend, Agora is considered a “controlled company” under Nasdaq rules. A controlled company is defined as an entity of which more than 50% of the voting power for the election of directors is held by an individual, a group or another entity. Under Nasdaq rules, controlled companies are afforded exemptions with respect to certain of the corporate governance requirements which otherwise apply to Nasdaq-listed companies, including having a board of directors consisting of a majority of independent directors, more stringent independence standards for audit committee members, having an independent compensation committee, having an independent nominating committee and the selection or recommendation of director nominees by independent directors. To the extent Agora relies upon these exemptions, we will comply with the disclosure requirements set forth in Instruction 1 to Item 407(a) of Regulation S-K.

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Ecoark intends to the extent possible and practicable to structure the spin-off of Agora common stock to qualify as a transaction that is tax-free for U.S. federal income tax purposes, including potentially under Sections 355 and 368(a)(1)(D) of the Internal Revenue Code of 1986 (the “Code”), although no assurances can be given that the distribution will qualify for such treatment. Ecoark is expected to obtain an opinion of counsel regarding the anticipated tax treatment of the stock dividend prior to making the distribution. If the spin-off qualifies as a transaction that is tax-free to Ecoark and Ecoark’s stockholders as intended, for U.S. federal income tax purposes, under Sections 368(a)(1)(D) and 355 of the Code, no gain or loss will be recognized by, or be includible in the income of, a U.S. holder (as defined in “Certain United States Federal Income Tax Considerations”) as a result of the stock dividend. After the stock dividend, Ecoark stockholders will allocate their basis in their Ecoark common stock held immediately before the stock dividend between their Ecoark common stock and Agora common stock in proportion to their relative fair market values on the date of the stock dividend. See “Material Tax Consequences of the Proposed Stock Dividend to U.S. Holders of Ecoark Common Stock” for more information regarding the potential tax consequences of the spin-off. Ecoark will advise its stockholders to consult a tax advisor as to the particular tax consequences of the spin-off to them.

Bitstream was organized in the Spring of 2021 to be our principal cryptocurrency subsidiary. Bitstream has entered into a series of agreements and arrangements including arranging for a reliable and economical electric power source needed to efficiently mine Bitcoin, ordering miners, housing infrastructure and other infrastructure to mine Bitcoin and locate a third-party hosting service to operate our miners and the service’s more advanced miners. Agora has spent approximately $7.2 million and has agreed to spend approximately $6 million in connection with these agreements, not including future revenue sharing.

We purchased and received delivery of 5,000 Canaan AvalonMiner 841 miners, of which 550 are currently being operated in West Texas. On November 6, 2021, we commenced Bitcoin mining on a beta test basis. Because these Canaan AvalonMiner 841 miners are less powerful than the other miners we have ordered, we may lose money on our initial mining operations. Our hosting service expects to deploy Bitmain S19 Pro miners, which are expected to be operational in the quarter ending June 30, 2022.

In order to advance our environmental, social and governance (“ESG”) strategy and seek a way to reduce the power costs of our planned mining activities, an Ecoark subsidiary made an intercompany assignment of certain oil and gas mineral leases to Agora’s subsidiary, Trend Exploration. Trend Exploration has been investigating the use of flared or stranded natural gas to fuel a turbine to generate the energy required to mine cryptocurrency. As we seek a solution, the oil wells generate approximately $100,000 per month of revenue at current prices.

Barrier Crest provides fund administration and related services for small hedge funds. Trend Discovery owns an entity which is the general partner and manager, respectively, but not the investment manager, of two investment funds. These investment funds own shares of Ecoark and one also owns warrants of Ecoark. See “Certain Relationships and Related Party Transactions.” As reflected in the financial statements contained in this prospectus, during the period ended December 31, 2021 a majority of our revenue was generated from Barrier Crest, Trend Capital Management and Trend Exploration. We expect a majority of our revenue to primarily be generated by Bitstream once we receive working capital from the proceeds of this offering and implement our business plan.

Until the three months ended September 30, 2021, all of our revenue to-date has been generated from our fund administration and management fees. On July 1, 2021, Ecoark assigned us working interests in oil and gas revenues, and in December 2021, we began recognizing revenue from our Bitcoin mining operations. For the three months ended December 31, 2021, 20% of our revenues were generated from Barrier Crest and Trend Capital Management, related parties of the Company, and 78% of our revenues were from oil and gas, with the balance from Bitcoin mining operations. Bitcoin mining is the principal focus of our business.

We also intend to eventually enter into the Decentralized Finance or DeFi space, in part to complement and/or build upon our cryptocurrency operations by opening a cryptocurrency trading desk. To do so, we plan to acquire a licensed broker-dealer, and ultimately build out that broker-dealer with capabilities including but not limited to market making. However, management does not expect these plans to materialize in the short-term, and no assurance can be given that any search for an acquisition target will be successful.

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Initially, we intend to focus on mining or acquiring only Bitcoin. In the future, we would only trade cryptocurrency securities, after being advised by experienced securities legal counsel, that the securities have fully complied with the Securities Act of 1933 (the “Securities Act”) and the Securities Exchange Act of 1934 (the “Exchange Act”). To date, we are not aware of any such securities which have complied with the federal securities laws.

We are an “emerging growth company” and a “smaller reporting company” under applicable federal securities laws and will be subject to reduced reporting requirements. We will cease being an emerging growth company no later than five years after the completion of this offering. This prospectus complies with the requirements that apply to an issuer that is an emerging growth company. See “Emerging Growth Company and Smaller Reporting Company Status” elsewhere in this prospectus for more information.

Corporate Information

We were incorporated under the laws of the State of Nevada on September 17. 2021. Our principal executive offices are located at 145 King Street, Suite 410 Charleston, SC 29401. Our website address is https://agoradigital.com/. The information contained on, or accessible through, our website does not constitute part of this prospectus and is not incorporated herein. We have included our website address in this prospectus solely as an inactive textual reference.

Risks Associated with Our Business

Our business and an investment in our common stock are subject to numerous risks and uncertainties, including those highlighted in the section titled “Risk Factors” immediately following this prospectus summary. Some of these risks include:

• We lack an operating history in the cryptocurrency mining space, which is full of significant barriers to entry, and there can be no assurance we will be successful in establishing mining or other planned operations or achieving material revenues or profitability.

• We are reliant upon our management team and the loss of a key member could materially harm our ability to continue or grow our operations as planned or at all.

• If we are unable to manage our growth or implement our business plan effectively, you could lose some or all of your investment.

• We have incurred and will need to incur substantial capital expenditures to develop, maintain and expand our cryptocurrency mining facility, which may not generate the expected returns, including if we fail to enter into a definitive agreement to secure electricity for our cryptocurrency mining facilities.

• If we are unable to enter into a definitive agreement with the power broker, the $2,422,500 we paid the power broker will be forfeited and we will lack a source of affordable power. This may materially and adversely affect our ability to operate our Bitcoin mining business and our financial condition.

• The ongoing supply chain delays may create the possibility of delays in delivery and launch and/or expansion of our mining facilities and equipment, which could stunt our growth, diminish our prospects, result in lost opportunity or revenue and increase our costs, particularly given the volatile nature of the cryptocurrencies we intend to mine.

• Our mining operating costs, including the costs to operate, maintain, repair and replace our mining equipment, could outpace our mining revenues, which would put a strain on our business or increase our losses.

• Cryptocurrencies and related activities are characterized by numerous other risks and uncertainties, including the possibility for adverse regulatory developments such as bans or restrictions, hacking or malicious coding, price volatility, inaccurate mining pool calculations, the potential for one cryptocurrency to branch into two, the periodic reduction by half of the Bitcoin rewards from mining a block on the blockchain, adverse changes to the blockchain algorithm, and other external forces beyond our control described more fully below.

• Because we intend to initially have two mining locations, if we were to experience damage or loss at either or both of these facilities, which may be uninsured or underinsured, your investment in us would be at risk.

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• The future development and growth of cryptocurrencies such as Bitcoin is subject to a variety of factors that are difficult to predict and evaluate. If the market for Bitcoin does not grow as we expect, or the price of Bitcoin declines, our business, operating results, and financial condition could be adversely affected.

• We are keeping the Bitcoin we acquire in a digital wallet with Coinbase, a large cryptocurrency platform. We may use our subsidiaries for this purpose as well. We are subject to a variety of cybersecurity risks resulting from this arrangement.

• The COVID-19 pandemic may disrupt our operations and those of our vendors, suppliers and other third parties on which we rely, and we may not be able to obtain new miners or replacement parts for our existing miners in a timely or cost-effective manner, which could materially and adversely affect our business and results of operations.

• We require additional capital to establish and maintain our operations and support business growth and objectives, and this capital might not be available to us on reasonable terms or at all, may result in stockholder dilution, and may be delayed or prohibited by applicable regulations or other industry or market factors beyond our control.

• Our financial services business is subject to numerous risks, including due to our limited number of clients, dependence on the financial markets which can be volatile, reliance on key personnel and third-party software, intense competitive forces in the industry and the possibility of technological change rendering our services obsolete.

• Part of our business plan presently contemplates locating, negotiating and consummating the acquisition of a broker-dealer to allow us to participate more fully in the financial markets, and we may face challenges in this endeavor, including the high expenses and uncertainty in the acquisition process, exposure to liability through the acquired business, and regulatory burdens and related costs of compliance.

• If we enter the DeFi industry, we will face numerous risks and uncertainties, including reliance on smart contracts, cybersecurity exposure, coding errors or malicious actors, difficulties in tracking transactions or remediating errant or adverse developments with respect thereto, and the possibility of investment loss, adverse regulatory developments or other losses or contingencies which we may become subject to or responsible for.

• Our ESG solution using stranded natural gas may not be successful, and we face risks that all oil and gas companies face.

• Our stock price may be subject to significant volatility due to a variety of factors, many of which are beyond our control, including its potential connection to the price of Bitcoin or other cryptocurrencies, which could adversely affect investors.

• Prior to this offering there is no public market for our common stock, and no assurance can be given that such a market will fully develop or be maintained.

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THE OFFERING

Securities offered		________ units (or ________ units if the underwriter’s option is exercised in full), at $____ per unit, each unit consisting of:
		• one share of common stock; and
		• one whole warrant to purchase one share of common stock at a price of $____ per share, subject to adjustment as described in this prospectus.
Option to purchase additional securities		We have granted the underwriter an option, exercisable for 30 days from the date of this prospectus, to purchase up to an additional _____ shares of common stock and/or ______ additional warrants from us.
Shares of Common stock:
Issued and outstanding before this offering		46,271,221
Issued and outstanding after this offering		_____
Warrants:		The registration statement of which this prospectus is a part registers for sale warrants to purchase up to _____ shares of our common stock (_____ shares of common stock if the underwriter’s option is exercised in full). The warrants will have an exercise price of $____ (____% of the price of each Unit sold in the offering based upon an assumed initial public offering price of $_____ per Unit) and is exercisable for a period of ____ years from the date of issuance.
Issued and outstanding before this offering		0 warrants
Issued and outstanding after this offering		_____ warrants not including warrants issued to the Representative, as defined below.
Representative’s Warrants		We have agreed to issue H.C. Wainwright & Co. (the “Representative”) warrants to purchase up to ____% of the number of shares of common stock sold in the offering as a portion of the underwriting compensation payable to the Representative in connection with this offering. The warrants are immediately exercisable at a per share price equal to 125% of the public offering price per unit, at any time, and from time to time, in whole or in part, during the five year period beginning from the commencement of sales of the offering.
Use of Proceeds		We currently intend to use at least 80% of the net proceeds we receive from this offering to purchase new mining equipment and related infrastructure, and the balance for general corporate purposes, including working capital, operating expenses, and other capital expenditures. Additionally, we may use a small portion of the net proceeds to acquire a broker-dealer. However, we do not have a binding agreement to acquire any broker-dealer but our management considers this an important goal. If we are successful in acquiring a broker-dealer, it will not participate in this offering in any way. Prior to the closing of this offering, we have borrowed funds from Ecoark. As of April 22, 2022, we owe Ecoark, $4,947,995 under a $7.5 million line of credit note due March 31, 2023. Although we expect to repay the Ecoark line of credit note from cash flow from operations, if necessary we may use proceeds from this offering. See “Risk Factors”.

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Risk Factors		See the section titled “Risk Factors” and the other information included in this prospectus for a discussion of factors you should carefully consider before deciding to invest in our securities.
Proposed trading symbols Common stock Warrants		We have applied to have our shares of common stock and warrants listed on Nasdaq under the symbols “DEFY” and “DEFYW,” respectively. We will not consummate this offering unless our common stock and warrants are approved for listing on Nasdaq.

The number of shares of common stock to be outstanding immediately after this offering is based on 46,271,221 shares of common stock outstanding as of April 22, 2022 and excludes, as of that date:

• 400,000 shares of common stock available for future grants under Agora’s 2021 Equity Incentive Plan;

• ___ shares of common stock issuable upon exercise of the warrants;

• _____ shares of common stock issuable upon exercise of the warrants to be issued to the Representative in connection with this offering (or _____ shares of common stock issuable upon exercise of the warrants, if the underwriter exercises its option in full to purchase additional shares of common stock and/or accompanying warrants) with an exercise price of $_____ per share.

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RISK FACTORS

There are numerous and varied risks, known and unknown, that may prevent us from achieving our goals. There may be additional risks not presently known to us or that we currently believe to be immaterial, which could turn out to be material. Our business, financial condition and results of operations could be adversely affected by any of these risks, should they occur, and turn out to be material. If any of these risks actually occur, our business, financial condition or results of operation may be materially adversely affected. In such case, the trading price of our securities could decline and investors could lose all or part of their investment.

This prospectus also contains forward-looking statements which involve risks and uncertainties. Our actual results of operations could differ materially from those anticipated in these forward-looking statements due to a variety of factors, including the risks described below and those discussed in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this prospectus. See the section entitled “Forward-Looking Statements” of this prospectus.

Risks Related to Our Cryptocurrency Mining Business

We lack an operating history in the cryptocurrency mining space, and our new business is subject to a number of significant risks and uncertainties which affect its future viability.

As of April 22, 2022, we have invested approximately $7.2 million and agreed to invest approximately $6.0 million towards the development of our new cryptocurrency mining business. That business, Bitstream, has been formed and entered agreements and arrangements for equipment and services but has only recently commenced cryptocurrency mining operations. In order to proceed, we are installing miners and mining infrastructure at our first mining facility in Texas, and need to enter into a long-term contract to purchase electric power from the power grid in Texas and use the power to mine cryptocurrencies as well as take advantage of future power shortages such as the one that affected Texas in the winter of 2021. Among the risks and uncertainties are:

• We are currently in discussions with a number of key players in this industry, but have not yet executed any definitive agreements to purchase the power needed from the retail power provider, and if we are able to enter into an agreement for the power, the terms may not be as attractive as we currently expect, which may threaten the profitability of this venture;

• We purchased and received delivery of 5,000 Canaan AvalonMiner 841 miners, of which 550 are currently being operated in West Texas. On November 6, 2021, we commenced Bitcoin mining on a beta test basis. Because these Canaan AvalonMiner 841 miners are less powerful than the other miners we have ordered, we may lose money on our initial mining operation;

• Our team has minimal experience in commercial scale cryptocurrency mining operations;

• We will rely upon a third-party to conduct most of our mining operations and will have very limited control over its operations;

• There are a limited number of available miners and the demand from competitors is fierce;

• Because of supply chain disruptions including those relating to computer chips, we could encounter delivery delays or other difficulties with the purchase, installing and operating of our mining equipment at our facility, which would adversely affect our ability to generate material revenue from our operations;

• There are a growing number of well capitalized cryptocurrency mining companies including some that have agreed to merge with special purpose acquisition companies, which competitors have significant capital resources, a large supply of miners and operators with experience in cryptocurrency mining. For example, in August 2021 Cipher Mining Inc., a large cryptocurrency mining company, entered into a business combination with Good Works Acquisition Corp., a Nasdaq-listed special purpose acquisition vehicle;

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• Bans from governments such as China, together with pending legislation in Congress and other regulatory initiatives threaten the ability to use cryptocurrencies as a medium of exchange;

• We may not be able to liquidate our holdings of cryptocurrencies at our desired prices if a precipitous decline in market prices occurs and this could negatively impact our future operations;

• We have not planned to hedge the conversion of any of our sales of cryptocurrencies; and

• Historical performance of cryptocurrencies is not indicative of their future price performance.

For all of these reasons, our cryptocurrency mining business may not be successful.

We are subject to risks associated with our need for sufficient real property and a continuous source of significant electric power at economically favorable prices, and our current efforts and negotiations for these resources to commence and grow operations at our West Texas facilities may ultimately be unsuccessful.

Our Bitcoin mining operations require both land on which to install mining equipment and significant amounts of electric power to operate such equipment. On December 9, 2021, Bitstream signed a lease agreement pursuant to which Bitstream will lease 20 acres of land for an initial term of 10 years and a subsequent term of 10 years to set up mining equipment in West Texas in exchange for monthly payments equal to 3% of the electricity costs. If we do not use the leased land for 12 consecutive months, the lease will terminate. The counterparty executed the lease agreement on December 10, 2021. On January 3, 2022, the Company finalized a land purchase agreement for a separate parcel of 20 acres of land ($12,500 per acre) in West Texas for $250,000. The Company has an option to sell back this land to the sellers at $400 per acre upon cessation of the land being used as a data center.

Additionally, we have already paid $1,096,000 to a power broker for assistance in obtaining 12 megawatts (“MW”) of electricity at this site, with the potential to increase the available capacity at the substation to 48 MW. We have entered into a second letter of intent for a second location in October 2021 where we have already paid $1,326,500 and committed to pay $1,628,000 upon the closing of this offering or execution of a definitive agreement; however these high costs and uncertainties may harm our ability to become profitable, particularly if the price of Bitcoin declines further or if we are unable to enter into definitive agreements for the power on favorable terms or at all. While we have arranged for the delivery of the transformers necessary to use up to 42 MW (with agreement to go to 78 MW in the next six to twelve months) of electricity, we have conditional and unconditional rights to two sites in West Texas for up to 372 MW, subject to approval by the local government, which is the only required approval needed. If we or the third parties with whom we contract fail to obtain, deliver and install the necessary items for the required energy as and when needed and on commercially viable terms, our results of operations and future prospects will be materially adversely affected. There may not be an alternative source of electricity, or the resources needed to access it, and the establishment and growth of our cryptocurrency mining operations may be stifled or hindered as a result.

To the extent we purchase additional miners or acquire new miners which require greater surface areas and/or higher energy inputs, our land and electricity requirements would grow. If we are unable to continue to obtain sufficient electric power to operate our miners on a cost-effective basis, we may not realize the anticipated benefits of our significant capital investments in new miners. Further, if we are unable to locate and acquire new locations to expand our mining operations, our prospects will be hindered. There can be no guarantee that our operational costs will not increase in the future, in which case there can be no assurance that we can obtain the needed energy at acceptable prices, volume and other terms, if at all.

Additionally, our mining operations could be materially and adversely affected by prolonged power outages, and we may have to reduce or cease our operations in the event of an extended power outage, or as a result of the unavailability or increased cost of electric power as occurred in Texas in the winter of 2021. While we intend to participate in the responsive reserve program of the Electric Reliability Council of Texas, or ERCOT, should this issue arise, which could offset some or all of the revenue losses, were this were to occur, our business and results of operations could nonetheless be materially and adversely affected, particularly if the reserve program fails.

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Our mining operating costs could outpace our mining revenues, which would continue to put a strain on our business or increase our losses.

Our mining operations will be costly and our expenses may increase in the future. This expense increase may not be offset by a corresponding increase in revenue. Our expenses may be greater than we anticipate, and our investments to make our business more efficient may not succeed and may outpace monetization efforts. Increases in our costs without a corresponding increase in our revenue would increase our losses and could seriously harm our business and financial performance.

The cost of obtaining new and replacement miners and parts will likely continue to be highly capital intensive which may have a material and adverse effect on our business and results of operations.

Our mining operations can only be successful and ultimately profitable if the costs, including hardware and electricity costs, associated with mining Bitcoin are lower than the price of the Bitcoin we mine when we sell them. Our miners and related equipment will be subject to ordinary wear and tear from operation and may also face more significant malfunctions caused by factors which may be beyond our control. For example, certain miner models such as the Bitmain S17 model has displayed glitches and defects in the past, such that many operators were forced to repair or replace them. To launch our cryptocurrency operations, we purchased and received delivery of 5,000 used Canaan AvalonMiner 841 13 (TH/s) miners, of which 550 are currently being operated. Our third-party hosting company is expected to deploy Bitmain S19 Pro miners which we will share in the quarter ending June 30, 2022. Further, the initial AvalonMiner 841 miners we began using in November 2021 are less effective at mining Bitcoin than the Bitmain S19 Pro miners because they operate at a lower hash rate, meaning our initial revenue will be lower than the potential of our mining facility due to less effective equipment as well as lower electricity access. Therefore, while risk of loss of the initial miners during the facility set up process will be mitigated due to the lower price of such miners, in this case the reduction in revenue potential is the tradeoff. Contingencies such as these are one of the factors that render cryptocurrency mining highly cost intensive and pose a serious potential hindrance on our mining operations and ability to generate revenue or obtain profitability. We have estimated the useful life of these miners to be two years for depreciation purposes.

Additionally, as the mining technology evolves, we may need to acquire newer models of miners to remain competitive in the market. Over time, we may replace those miners which are no longer functional or efficient or powerful enough with new miners purchased from third-party manufacturers, the cost of which may be higher than what we spent on prior models and/or such that we will need to raise more capital to do so. For instance, the price of Bitcoin miners has historically been somewhat correlated to the price of Bitcoin, which has appreciated in recent years until its recent decline. Depending on the price of new miners and our operational needs at the time we decide to replace miners in the future, we may have to do so at higher costs than we could have previously, which would add to our losses. Alternatively, even absent defects or reductions in computing power, mining machine models are upgraded frequently, and we are and will continue to be subject to either higher competitive pressure as a result or will be forced to expend large amounts of capital to remain competitive and maintain optimal hash rates.

Inevitably, our older miners and related equipment we deploy will need to be repaired or replaced as a product of ordinary wear and tear and depreciation and/or competitive forces in the marketplace or other factors rendering our current miners obsolete. Any upgrading we may need or choose to undertake will require substantial capital investment, and we may face challenges in locating the requisite capital in a timely manner and/or on terms favorable to us or not highly dilutive to our investors. If we are unable to obtain adequate numbers of new and replacement miners in sufficient quantities or without delay, we may be unable to compete in our highly competitive and continuously developing industry. If this happens, we may not be able to mine Bitcoin or other cryptocurrency as efficiently or in sufficient amounts relative to our competition or at all and, as a result, our business and financial results could suffer which could, in turn, have a material adverse effect on the trading price of our common stock.

Governmental action against cryptocurrencies and Bitcoin mining may have a materially adverse effect on the industry, and could affect us if widely adopted.

We and the cryptocurrencies on which our operations will depend are and could become subject to bans and other regulations aimed at preventing what are perceived as some of the negative attributes of Bitcoin and Bitcoin mining. For example, on September 24, 2021, China declared all transactions in and mining of cryptocurrencies, including Bitcoin, illegal. While the ultimate long-term effect of this ban remains uncertain, it could significantly hinder our prospects by

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limiting a large market for cryptocurrencies within a growing economy. In the hours following China’s announcement of the ban, the price of Bitcoin, which is tied to some extent to public perception of its future value as a form of currency, dropped by nearly $4,000. The ban followed piecemeal regulatory action within China against cryptocurrencies, which was due in part to concerns about the potential for manipulative practices and excessive energy consumption. This could demonstrate the beginning of a regional or global regulatory trend in response to these or other concerns surrounding cryptocurrencies, and similar action in a jurisdiction in which we operate or in general could have devastating effects to our operations. If further regulation follows, it is possible that our industry may not be able to adjust to a sudden and dramatic overhaul to our ability to deploy energy towards the operation of mining equipment.

Because we are unable to influence or predict future regulatory actions taken by governments, we may face difficulty monitoring and responding to rapid regulatory developments affecting Bitcoin mining, which may have a materially adverse effect on our industry and, therefore, our business and results of operations. If further regulatory action is taken by governments in the United States or elsewhere, our business may be materially harmed, and you could lose some or all of your investment.

Because there are several competitors in our industry that are purchasing mining equipment at scale and due to supply chain disruptions, we may encounter delays or difficulty in us obtaining new miners, which could materially and adversely affect our business and results of operations.

Many of the competitors in our industry have also been purchasing mining equipment at scale, which has caused a world-wide shortage of mining equipment and components used to produce them, as well as delayed delivery schedules for new miner purchases. There can be no assurances the mining equipment manufacturers on which we will rely will be able to keep pace with the surge in demand for mining equipment when we obtain, upgrade and/or expand upon our current miners. The supply chain disruptions we are facing may adversely affect us including the shortages of transformers needed to power our miners. Additionally, the supply of the materials used to produce miners, such as the application-specific integrated circuit (“ASIC”) computer chips that are the primary feature in their computing power, may become subject to shortages, which could also either increase the cost beyond what we can reasonably afford or reduce their availability without unreasonable delay or at all. It is uncertain how manufacturers will respond to these trends and whether they can deliver on the schedules promised to any or all of their customers in the future. In the event manufacturers of mining equipment or component parts or materials are not able to keep pace with demand or avoid supply shortages, we may not be able to purchase such products in sufficient quantities, at reasonable prices or on the delivery schedules that meet our business needs, which could have a material adverse effect on our business and results of operations.

To the extent that the profit margins of Bitcoin mining operations are not high, Bitcoin mining companies or other participants in the Bitcoin industry are more likely to immediately sell Bitcoins in the market, thereby constraining growth of the price of Bitcoin that could adversely impact us.

Over the years, Bitcoin mining operations have shifted from individual users mining with computer processors, graphics processing units and first-generation ASIC servers to larger enterprises with newer, more “professionalized” sources of processing power which has been predominantly added by “professionalized” mining operations and resulting demand for more professionalized and powerful miners having faster hash rates. These professionalized mining operations may use proprietary hardware or sophisticated ASIC machines acquired from ASIC manufacturers. Acquiring this specialized hardware at scale requires the investment of significant up-front capital, and mine operators incur significant expenses related to the operation of this hardware at scale, such as the leasing of operating space, which is often done in data centers or warehousing facilities, obtaining and paying for an electricity supply to run the miners and employing technicians to operate the mining facilities.

As a result, these professionalized mining operations are of a greater scale than prior miners and have more defined and regular expenses and liabilities. Because these regular expenses and liabilities require professionalized mining operations to maintain profit margins on the sale of Bitcoin, to the extent the price of Bitcoin declines and such profit margin is constrained, such mining companies are incentivized to sell Bitcoin earned from mining operations more rapidly than individual mining companies who in past years were more likely to hold newly mined Bitcoin for longer periods. The immediate selling of newly mined Bitcoin greatly increases the trading volume of Bitcoin, creating downward pressure on the market price of Bitcoin rewards.

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The extent to which the value of Bitcoin mined by a professionalized mining operation exceeds the allocable capital and operating costs determines the profit margin of such an operation. A professionalized mining operation may be more likely to sell a higher percentage of its newly mined Bitcoin rapidly if it is operating at a low profit margin and it may partially or completely cease operations if its profit margin is negative. In a low profit margin environment, a higher percentage could be sold more rapidly, thereby potentially depressing Bitcoin prices. Lower Bitcoin prices could result in further tightening of profit margins for professionalized mining operations creating a network effect that may further reduce the price of Bitcoin until mining operations with higher operating costs become unprofitable forcing them to reduce mining power or cease mining operations temporarily.

Because we intend to mine Bitcoin, our future success will depend in large part upon the value of Bitcoin, and any sustained decline in its value could adversely affect our business and results of operations.

Our operating results will depend in large part upon the value of Bitcoin because it is the primary cryptocurrency we intend to mine, particularly during the short term. Specifically, our revenues from our Bitcoin mining operations are expected to be based upon two factors: (1) the number of Bitcoin rewards we successfully mine and (2) the value of Bitcoin. This means that our operating results will be subject to swings based upon increases or decreases in the value of Bitcoin. Furthermore, our mining operations will focus primarily on producing Bitcoin (as opposed to other cryptocurrencies), and our current miners will principally utilize an algorithm, referred to as SHA-256, which is designed primarily for mining Bitcoin. We will therefore be unable to use these miners to mine other cryptocurrencies, such as Ethereum, because of this algorithm. If other cryptocurrencies overtake Bitcoin in terms of acceptance, the value of Bitcoin could decline. Further, if Bitcoin were to switch its proof of work algorithm from SHA-256 to another algorithm for which our miners would not be suited or if the value of Bitcoin were to decline for other reasons, particularly if such decline were significant or over an extended period of time, we would likely incur very significant costs in retooling or replacing our existing miners with miners better suited for these new protocols and our operating results could be adversely affected. This could result in a material adverse effect on our ability to execute our business strategy, which would harm your investment in us.

Bitcoin is subject to halving, meaning that the Bitcoin rewarded for solving a block will be reduced in the future and its value may not commensurately adjust to compensate us for such reductions, and the overall supply of Bitcoin is finite.

As disclosed in “Business”, Bitcoin is subject to “halving,” which is the process by which the Bitcoin reward for solving a block is reduced by 50% every 210,000 blocks that are solved. This means that the amount of Bitcoin we (or any other mining company) are rewarded for solving a block in the blockchain is permanently cut in half. For example, the latest halving having occurred in May 2020, with a revised payout of 6.25 Bitcoin per block solved, down from the previous reward rate of 12.5 Bitcoin per block solved. There can be no assurance that the price of Bitcoin will sufficiently increase to justify the increasingly high costs of mining for Bitcoin given the halving feature. If a corresponding and proportionate increase in the trading price of these cryptocurrencies does not follow these anticipated halving events, the revenue we earn from our mining operations would see a corresponding decrease, which would have a material adverse effect on our business and operations. To illustrate, even if the price of Bitcoin remains at its price as of today, all other factors being equal (including the same number of miners and a stable hash rate) our revenue would decrease substantially upon the next halving.

Further, due to the halving process, unless the underlying code of the Bitcoin blockchain is altered (which may be unlikely given its decentralized nature), the supply of Bitcoin is finite. Once 21 million Bitcoin have been generated by virtue of solving blocks in the blockchain, the network will stop producing more which is anticipated to occur at approximately 2140. Currently, there are approximately 19 million Bitcoin in circulation representing about 90% of the total supply of Bitcoin under the current source code. For the foregoing reasons, the halving feature exposes us to inherent uncertainty and reliance upon the historically volatile price of Bitcoin, rendering an investment in us particularly speculative, especially in the long-term. If the price of Bitcoin does not significantly increase in value, your investment could become worthless.

Interruptions to Internet access could disrupt our operations, which could adversely affect our business and results of operations.

Our cryptocurrency mining operations will require access to high-speed Internet to be successful. If we lose Internet access for a prolonged period, we may be required to reduce our operations or cease them altogether. A disruption of the Internet may affect the use of cryptocurrencies and subsequently the value of our securities. Generally, cryptocurrencies

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and our business of mining cryptocurrencies is dependent upon the Internet. A significant disruption in Internet connectivity could disrupt a currency’s network operations until the disruption is resolved and have an adverse effect on the price of Bitcoin and our ability to mine Bitcoin. If this occurs, our business and results of operations may suffer, and our investors may be materially and adversely effected.

Bitcoin has forked multiple times and additional forks may occur in the future which may affect the value of Bitcoin held or mined by Agora.

To the extent that a significant majority of users and mining companies on a cryptocurrency network install software that changes the cryptocurrency network or properties of a cryptocurrency, including the irreversibility of transactions and limitations on the mining of new cryptocurrency, the cryptocurrency network would be subject to new protocols and software. However, if less than a significant majority of users and mining companies on the cryptocurrency network consent to the proposed modification, and the modification is not compatible with the software prior to its modification, the consequence would be what is known as a “fork” of the network, with one prong running the pre-modified software and the other running the modified software. The effect of such a fork would be the existence of two versions of the cryptocurrency running in parallel yet lacking interchangeability and necessitating exchange-type transaction to convert currencies between the two forks. Additionally, it may be unclear following a fork which fork represents the original cryptocurrency and which is the new cryptocurrency. Different metrics adopted by industry participants to determine which is the original asset include: referring to the wishes of the core developers of a cryptocurrency, blockchains with the greatest amount of hashing power contributed by miners or validators; or blockchains with the longest chain. A fork in the network of a particular cryptocurrency could adversely affect an investment in our securities or our ability to operate.

Since August 1, 2017, Bitcoin’s blockchain was forked multiple times creating alternative versions of the cryptocurrency such as Bitcoin Cash, Bitcoin Gold and Bitcoin SV. The forks resulted in a new blockchain being created with a shared history, and a new path forward. The value of the newly created versions including Bitcoin Cash, Bitcoin Gold and Bitcoin SV may or may not have value in the long run and may affect the price of Bitcoin if interest is shifted away from Bitcoin to the newly created cryptocurrencies. The value of Bitcoin after the creation of a fork is subject to many factors including the value of the fork product, market reaction to the creation of the fork product, and the occurrence of forks in the future. As such, the value of Bitcoin could be materially reduced if existing and future forks have a negative effect on Bitcoin’s value.

Our planned mining operations, including the miners, the housing infrastructure, the land and the facilities as a whole in which our miners will be operated, will be subject to risks related to uninsured or underinsured losses and potential damage and contingencies for which we may not be adequately prepared.

Our initial facilities and any future facilities we may establish will be subject to a variety of risks relating to housing all of our operations, which include keeping expensive revenue-generating equipment at a single physical location. While we have insurance covering general liability, it may not cover all potential losses fully or at all. Some of the risks we expect to face with respect to our initial mining facilities include:

• the possibility of construction or repair defects or other structural damage to the housing infrastructure which we will acquire to house our miners;

• any noncompliance with or liabilities under applicable environmental, health or safety regulations or requirements or building permit requirements;

• any damage resulting from natural disasters, such as tornadoes, fires, floods and windstorms;

• claims by employees and others for injuries sustained at our facility;

• theft, arson or other crimes upon our facility;

• adverse changes in national and local economic and market conditions; and

• the potential for un-insured or underinsured losses.

For example, our facilities could be rendered inoperable, temporarily or permanently, as a result of a fire or other natural disaster or by a terrorist or other attack on a facility. The security and other measures we take to protect against these risks may not be sufficient. Additionally, our mining efforts could be materially adversely affected by

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a power outage or loss of access to the electrical grid or loss by the grid of cost-effective sources of electric power generating capacity. Given our constant power requirement to operate our miners and generate revenue, it would not be feasible to run miners on back-up power generators in the event of a power outage. In the event of an uninsured or under-insured loss, including a loss in excess of insured limits, at any of the miners in our network, such miners may not be adequately repaired in a timely manner or at all and we may lose some or all of the future revenues which could have otherwise been derived from such miners. To the extent the miners, the housing infrastructure in which they are held, or the land itself is permanently damaged, we may not be able to bear the cost of repair or replacement. Should any of these events transpire, we may not be able to recover, could lose a material amount of potential revenue, and our business and results of operations could be materially harmed as a result.

We will be relying upon a third party to establish and grow our mining efforts and will have limited ability to control their operations.

We have entered into a binding agreement with a third party pursuant to which it will host a third parties’ miners. We will receive a portion of the resulting revenue. Under the agreement, we will also have the ability to purchase the hosted miners in a “virtual swap” transaction wherein we pay for replacement equipment and in turn have the mining revenue from the hosted miners routed to our digital account. Our agreement gives us limited ability to control the initial mining efforts or oversee the operations. Further the equipment to be used will also include new state-of-the art miners using immersion technology to cool the computer hardware. If this technology fails to work as anticipated, it will adversely affect our future operations. Further our agreement provides no remedies and we may not be successful in proving or collecting any damages.

Because of the reliance on third-party mining pool service providers for our mining, its operations may have a negative impact on Agora’s results of operations.

The third party hosting company will arrange our cryptocurrency mining operations using a mining pool, in which multiple cryptocurrency mining operators agree to join together and if any of them are rewarded Bitcoin for mining a block on the blockchain, the pool participants receive a portion of such reward based on the computing power contributed to mining that block. If we are able to participate in a mining pool, we would receive Bitcoin mining rewards from our mining activity through a third-party mining pool operator. Mining pools allow miners to combine their processing power, increasing their chances of solving a block and getting paid by the network. Should the pool operator’s system suffer downtime due to a cyber-attack, software malfunction or other similar issues, it will negatively impact our ability to mine and receive revenue. Furthermore, we are dependent on the accuracy of the mining pool operator’s record keeping to accurately record the total processing power provided to the pool for a given Bitcoin mining application in order to assess the proportion of that total processing power we provided. We would have limited means of recourse against the mining pool operator if we determine the proportion of the reward paid out to us by the mining pool operator is incorrect, other than leaving the pool. If we are unable to consistently obtain accurate proportionate rewards from our mining pool operators, we may experience reduced reward for our efforts, which would have an adverse effect on our business and operations.

There is a possibility of cryptocurrency mining algorithms transitioning to proof of stake validation and other mining related risks, which could make us less competitive and ultimately adversely affect our business and the value of our stock.

Proof of stake is an alternative method in validating cryptocurrency transactions that is less dependent on the consumption of electricity. Should the algorithm shift from a proof of work validation method to a proof of stake method, mining would likely require less energy, which may render any company that maintains advantages in the current climate (for example, from lower priced electricity, processing, real estate, or hosting) less competitive. We, as a result of our efforts to optimize and improve the efficiency of our Bitcoin mining operations by seeking to acquire low cost, long-term electricity, may be exposed to the risk in the future of losing the relative competitive advantage we may have over some of our competitors as a result, and may be negatively impacted if a switch to proof of stake validation were to occur. This is because we have invested heavily in setting up our facility based on the proof of work mining algorithms method of validation. Such events could have a material adverse effect on our ability to continue as a going concern, which could have a material adverse effect on our business, prospects or results of operations, the value of Bitcoin and your investment in us.

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We may be accused of infringing intellectual property rights of third parties.

We may be subject to legal claims of alleged infringement of the intellectual property rights of third parties. Due to the open-source and constantly evolving nature of businesses involving digital assets such as cryptocurrencies, we may not always be able to determine that we are using or accessing protected information or software. For example, there could be issued patents of which we are not aware that our activities or the equipment or software we use may infringe. The ready availability of damages, royalties and the potential for injunctive relief has increased the defense litigation costs of patent infringement claims, especially those asserted by third parties whose sole or primary business is to assert such claims. Such claims, even if not meritorious, may result in significant expenditure of financial and managerial resources, and the payment of damages or settlement amounts. Additionally, we may become subject to injunctions prohibiting us from using software or business processes we currently use or may need to use in the future or requiring us to obtain licenses from third parties when such licenses may not be available on financially feasible terms or terms acceptable to us or at all. In addition, we may not be able to obtain on favorable terms, or at all, licenses or other rights with respect to intellectual property we do not own in providing ecommerce services to other businesses and individuals under commercial agreements.

Because of our focus on Bitcoin mining, the trading price of shares of our common stock may increase or decrease with the trading price of Bitcoin, which subjects investors to pricing risks, including “bubble” type risks, and volatility.

Because of our dependence on Bitcoin, the trading prices of our common stock may at times be tied to the trading prices of Bitcoin. Specifically, we may experience adverse effects on our stock price when the value of Bitcoin drops. Furthermore, if the market for Bitcoin mine operators’ stocks or the stock market in general experiences a loss of investor confidence, the trading price of our stock could decline for reasons unrelated to our business, operating results or financial condition. The trading price of our common stock could be subject to arbitrary pricing factors that are not necessarily associated with traditional factors that influence stock prices or the value of non-cryptocurrency assets such as revenue, cash flows, profitability, growth prospects or business activity since the value and price, as determined by the investing public, may be influenced by uncertain contingencies such as future anticipated adoption or appreciation in value of cryptocurrencies or blockchains generally, and other factors over which we have little or no influence or control.

Bitcoin and other cryptocurrency market prices, which have historically been volatile and are impacted by a variety of factors (including those discussed below), are determined primarily using data from various exchanges, over-the-counter markets and derivative platforms. Furthermore, such prices may be subject to factors such as those that impact commodities, more so than business activities, which could be subjected to additional influence from fraudulent or illegitimate actors, real or perceived scarcity, and political, economic, regulatory or other conditions. Pricing may be the result of, and may continue to result in, speculation regarding future appreciation in the value of cryptocurrencies, or our share price, making their market prices more volatile or creating “bubble” type risks for the trading price of Bitcoin.

During calendar year 2020, the trading price of Bitcoin appreciated significantly, from a low closing value of approximately $5,000 per Bitcoin in March 2020, to a high closing value of approximately $29,400 per Bitcoin in December 2020. During 2021 and thus far in 2022 the trading price of Bitcoin has been volatile with a high of approximately $66,999 on October 19, 2021 and lows of $33,077 on July 12, 2021 and $32,933 on January 24, 2022. There can be no assurances that similar fluctuations in the trading price of Bitcoin will not occur in the future. Accordingly, since our revenue will depend on the price of Bitcoin, and the trading price of our securities may therefore at times be connected to the trading price of Bitcoin, if the trading price of Bitcoin again experiences a significant decline, we could experience a similar decline in revenue and/or in the trading price for shares of our common stock. If this occurs, you may lose some or all of your investment.

The markets for Bitcoin and other cryptocurrencies and the existing markets may be under-regulated and, as a result, the market price of Bitcoin may be subject to significant volatility or manipulation, which could decrease consumer confidence in cryptocurrencies and have a materially adverse effect on our business and results of operations.

Cryptocurrencies that are represented and trade on a ledger-based platform and those who hold them may not enjoy the same benefits as traditional securities available on trading markets and their investors. Stock exchanges have listing requirements and vet issuers, requiring them to be subjected to rigorous listing standards and rules, and monitor

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investors transacting on such platform for fraud and other improprieties. These conditions may not necessarily be replicated on a distributed ledger platform, depending on the platform’s controls and other policies. The more lax a distributed ledger platform is about vetting issuers of cryptocurrency assets or users that transact on the platform, the higher the potential risk for fraud or the manipulation of the ledger due to a control event. We believe that Bitcoin is not a security under federal and state law.

Bitcoin and other cryptocurrency market prices have historically been volatile, are impacted by a variety of factors, and are determined primarily using data from various exchanges, over-the-counter markets and derivative platforms. Furthermore, such prices may be subject to factors such as those that impact commodities, more so than business activities, which could be subjected to additional influence from fraudulent or illegitimate actors, real or perceived scarcity, and political, economic, regulatory or other conditions. Pricing may be the result of, and may continue to result in, speculation regarding future appreciation in the value of cryptocurrencies, or our share price, making their market prices more volatile or creating “bubble” type risks for both Bitcoin and shares of our common stock.

These factors may inhibit consumer trust in and market acceptance of cryptocurrencies as a means of exchange which could have a material adverse effect on our business, prospects, or operations and potentially the value of any Bitcoin or other cryptocurrencies we mine or otherwise acquire.

If we undertake to mine cryptocurrencies other than Bitcoin, such cryptocurrencies may be deemed to be securities by regulators, notwithstanding any assessment by us and/or our advisors to the contrary.

While we plan to mine only Bitcoin for the foreseeable future, we may choose to mine other cryptocurrencies. We intend to only mine cryptocurrencies that are not securities, and to consult counsel prior to attempting to mine any cryptocurrency other than Bitcoin in order to avoid inadvertently dealing in a cryptocurrency which may be deemed a security. However, the processes employed for determining whether particular cryptocurrencies are securities within the meaning of U.S. federal securities laws involve complex legal questions, are risk based assessments and are not a legal standard or binding on the SEC or other regulators. Because of these and other characteristics, the analysis of whether a digital asset is a security is subject to substantial uncertainty. Therefore, if we begin mining cryptocurrency other than Bitcoin in the future and, notwithstanding advice form securities counsel to the contrary, those cryptocurrencies are found by regulators to be securities, we could face significant legal costs in defending our position and any enforcement or civil claims which may result. Additionally, if our assessment with respect to the cryptocurrency in question is incorrect, we could be found to have acted in violation of federal or state securities laws, and could as a result become subject to fines, sanctions, civil damages, or criminal penalties, any of which may have a material adverse effect on our business, financial condition and results of operations.

The development and acceptance of cryptographic and algorithmic protocols governing the issuance of and transactions in cryptocurrencies is subject to a variety of factors that are difficult to evaluate.

The use of cryptocurrencies, including Bitcoin, to, among other things, buy and sell goods and services and complete transactions, is part of a new and rapidly evolving industry that employs cryptocurrency assets based upon a computer-generated mathematical and/or cryptographic protocol. Large-scale acceptance of cryptocurrencies as a means of payment has not, and may never, occur. The growth of this industry in general, and the use of Bitcoin in particular, is subject to a high degree of uncertainty, and the slowing or stopping of the development or acceptance of developing protocols may occur unpredictably. The factors include, but are not limited to:

• the progress of worldwide growth in the adoption and use of Bitcoin and other cryptocurrencies as a medium of exchange;

• the experience of businesses in using Bitcoin;

• the impact from prominent business leaders in criticizing Bitcoin’s potential harm to the environment and the effect of announcements critical of Bitcoin as occurred with Elon Musk of Tesla;

• governmental and organizational regulation of Bitcoin and other cryptocurrencies and their use, or restrictions on or regulation of access to and operation of the network or similar cryptocurrency systems (such as the recent ban in China);

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• changes in consumer demographics and public tastes and preferences, including as may result from coverage of Bitcoin or other cryptocurrencies by journalists and other sources of information and media;

• the maintenance and development of the open-source software protocol of the network;

• the increased consolidation of contributors to the Bitcoin blockchain through mining pools and scaling of mining equipment by well-capitalized market participants;

• the availability and popularity of other forms or methods of buying and selling goods and services, including new means of using fiat currencies;

• the use of the networks supporting Bitcoin or other cryptocurrencies for developing smart contracts and distributed applications;

• general economic conditions and the regulatory environment relating to Bitcoin and other cryptocurrencies;

• the impact of regulators focusing on cryptocurrencies and the costs associated with such regulatory oversight; and

• A decline in the popularity or acceptance of the Bitcoin network could adversely affect an investment in us.

The outcome of these factors could have negative effects on our ability to continue as a going concern or to pursue our business strategy at all, which could have a material adverse effect on our business, prospects or operations as well as potentially negative effects on the value of any Bitcoin or other cryptocurrencies we mine or otherwise acquire, which would harm investors in our securities. If Bitcoin or other cryptocurrencies we mine do not gain widespread market acceptance or accrete in value over time, our prospects and your investment in us would diminish.

Banks and financial institutions may not provide banking services, or may cut off services, to businesses that engage in cryptocurrency-related activities.

A number of companies that engage in Bitcoin and/or other cryptocurrency-related activities have been unable to find banks or financial institutions that are willing to provide them with bank accounts and other services. Similarly, a number of companies and individuals or businesses associated with cryptocurrencies may have had and may continue to have their existing bank accounts closed or services discontinued with financial institutions in response to government action, particularly in China, where regulatory response to cryptocurrencies has been to initially exclude their use for ordinary consumer transactions within China and later to deem all cryptocurrency-related transactions illegal in September 2021. The difficulty that many businesses that provide Bitcoin and/or derivatives on other cryptocurrency-related activities have and may continue to have in finding banks and financial institutions willing to provide them services may be decreasing the usefulness of cryptocurrencies as a payment system and harming public perception of cryptocurrencies, and could decrease their usefulness and harm their public perception in the future.

The usefulness of cryptocurrencies as a payment system and the public perception of cryptocurrencies could be damaged if banks or financial institutions were to close the accounts of businesses engaging in Bitcoin and/or other cryptocurrency-related activities. This could occur as a result of compliance risk, cost, government regulation or public pressure. The risk applies to securities firms, clearance and settlement firms, national stock and derivatives on commodities exchanges, the over-the-counter market, and the Depository Trust Company (“DTC”), which, if any of such entities adopts or implements similar policies, rules or regulations, could negatively affect our relationships with financial institutions and impede our ability to convert cryptocurrencies to fiat currencies. Such factors could have a material adverse effect on our ability to continue as a going concern or to monetize our mining efforts, which could have a material adverse effect on our business, prospects or operations and harm investors.

Because of the Russian invasion of Ukraine, the effect on the capital markets and the economy is uncertain, and if we are able to close this offering, we may have to deal with a recessionary economy and economic uncertainty including possible adverse effects upon the Bitcoin market.

As a result of the Russian invasion of Ukraine, certain events are beginning to affect the global and United States economy including increased inflation, substantial increases in the prices of oil and gas, large Western companies ceasing to do business in Russia and uncertain capital markets with declines in leading market indexes. The duration

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of this war and its impact are at best uncertain, and continuation may result in Internet access issues if Russia, for example, began illicit cyber activities. Ultimately the economy may turn into a recession with uncertain and potentially severe impacts upon public companies and us. We cannot predict how this will affect the market for Bitcoin but the impact may be adverse.

Political or economic crises may motivate large-scale sales of cryptocurrencies, which could result in a reduction in values of cryptocurrencies such as Bitcoin and adversely affect an investment in us.

Geopolitical crises such as Russia’s recent invasion of Ukraine may motivate large-scale sales of cryptocurrencies, which could rapidly decrease the price of cryptocurrencies such as Bitcoin. Alternatively, as an emerging asset class with limited acceptance as a payment system or commodity, global crises and general economic downturn may discourage investment in cryptocurrencies as investors focus their investment on less volatile asset classes as a means of hedging their investment risk.

As an alternative to fiat currencies that are backed by central governments, cryptocurrencies such as Bitcoin, which are relatively new, are subject to supply and demand forces based upon the desirability of an alternative, decentralized means of buying and selling goods and services, and it is unclear how such supply and demand will be impacted by geopolitical events, including the war in Ukraine or other crises which may arise in the future. Nevertheless, political or economic crises may motivate large-scale acquisitions or sales of cryptocurrencies either globally or locally. Large-scale sales of cryptocurrencies would result in a reduction in cryptocurrency values and could adversely affect an investment in us.

The decentralized nature of cryptocurrency systems may lead to slow or inadequate responses to crises, which may negatively affect our business.

The decentralized nature of the governance of cryptocurrency systems may lead to ineffective decision making that slows development or prevents a network from overcoming emergent obstacles. Governance of many cryptocurrency systems is by voluntary consensus and open competition with no clear leadership structure or authority. To the extent lack of clarity in corporate governance of cryptocurrency systems leads to ineffective decision making that slows development and growth of such cryptocurrencies, the value of our common stock may be adversely affected.

The emergence of competing blockchain platforms or technologies may harm our business as presently conducted.

If blockchain platforms or technologies which compete with Bitcoin and its blockchain, including competing cryptocurrencies which our miners may not be able to mine, such as cryptocurrencies being developed or may be developed by popular social media platforms, online retailers, or government sponsored cryptocurrencies, consumers may use such alternative platforms or technologies. If that were to occur, we would face difficulty adapting to emergent such digital ledgers, blockchains, or alternative platforms, cryptocurrencies or other digital assets. This may adversely affect us by preventing us from realizing the anticipated profits from our investments and forcing us to expend additional capital in an effort to adapt. Further, to the extent we cannot adapt, be it due to our specialized miners or otherwise, we could be forced to cease our mining or other cryptocurrency-related operations. Such circumstances would have a material adverse effect on our business, and in turn investors’ investments in our securities.

Cryptocurrencies face significant scaling obstacles that can lead to high fees or slow transaction settlement times.

Cryptocurrencies face significant scaling obstacles that can lead to high fees or slow transaction settlement times, and attempts to increase the volume of transactions may not be effective. Therefore, scaling cryptocurrencies will be essential to the widespread acceptance of cryptocurrencies as a means of payment, which widespread acceptance is necessary to the continued growth and development of our business. Many cryptocurrency networks face significant scaling challenges, such as limitations on how many transactions can occur per second. There can be no guarantee that any of the systems in place or being considered to increasing the scale of settlement of cryptocurrency transactions will be effective, or how long they will take to become effective, which could adversely affect an investment in our securities.

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The price of cryptocurrencies may be affected by the sale of such cryptocurrencies by other vehicles investing in cryptocurrencies or tracking cryptocurrency markets.

The global market for cryptocurrency is characterized by supply constraints that differ from those present in the markets for commodities or other assets such as gold and silver. The mathematical protocols under which certain cryptocurrencies are mined permit the creation of a limited, predetermined amount of digital currency, while others have no limit established on total supply. Increased numbers of miners and deployed mining power globally will likely continue to increase the available supply of Bitcoin and other cryptocurrencies, which may depress their market price. Further, large “block sales” involving significant numbers of Bitcoin following appreciation in the market price of Bitcoin may also increase the supply of Bitcoin available on the market, which, without a corresponding increase in demand, may cause its price to fall. Additionally, to the extent that other vehicles investing in cryptocurrencies or tracking cryptocurrency markets form and come to represent a significant proportion of the demand for cryptocurrencies, large redemptions of the securities of those vehicles and the subsequent sale of cryptocurrencies by such vehicles could negatively affect cryptocurrency prices and therefore affect the value of the cryptocurrency inventory we hold. Such events could have a material adverse effect on our business, prospects or operations and potentially the value of any Bitcoin or other cryptocurrencies we mine.

The Bitcoin we mine may be subject to loss, damage, theft or restriction on access.

There is a risk that some or all of the Bitcoin we mine could be lost or stolen. In general, cryptocurrencies are stored in cryptocurrency sites commonly referred to as “wallets” by holders of cryptocurrencies which may be accessed to exchange a holder’s cryptocurrency assets. Access to our Bitcoin could also be restricted by cybercrime (such as a denial of service attack). While we plan to take steps to attempt to secure the Bitcoin we hold, there can be no assurance our efforts to protect our cryptocurrencies will be successful.

Hackers or malicious actors may launch attacks to steal, compromise or secure cryptocurrencies, such as by attacking the cryptocurrency network source code, exchange miners, third-party platforms, cold and hot storage locations or software, or by other means. Any of these events may adversely affect our operations and, consequently, our ability to generate revenue and become profitable. The loss or destruction of a private key required to access our digital wallets may be irreversible and we may be denied access for all time to our Bitcoin holdings. Our loss of access to our private keys or our experience of a data loss relating to our digital wallets could adversely affect our business.

Cryptocurrencies are controllable only by the possessor of both the unique public and private keys relating to the local or online digital wallet in which they are held, which wallet’s public key or address is reflected in the network’s public blockchain. We will be required to publish the public key relating to digital wallets in use when we verify the receipt of transfers and disseminate such information into the network, but we will need to safeguard the private keys relating to such digital wallets. To the extent such private keys are lost, destroyed or otherwise compromised, we will be unable to access our Bitcoin rewards and such private keys may not be capable of being restored by any network. Any loss of private keys relating to digital wallets used to store our mined Bitcoin could have a material adverse effect on our results of operations and ability to continue as a going concern, which could have a material adverse effect on our business, prospects or operations and potentially the value of any Bitcoin we mine. For example, the New York Times reported in January 2021 that about 20% of existing Bitcoin appears to be “lost” due to password issues.

Incorrect or fraudulent cryptocurrency transactions may be irreversible.

Cryptocurrency transactions are irrevocable and stolen or incorrectly transferred cryptocurrencies may be irretrievable. As a result, any incorrectly executed or fraudulent cryptocurrency transactions, such as a result of a cybersecurity breach against our Bitcoin holdings, could adversely affect our investments and assets. This is because cryptocurrency transactions are not, from an administrative perspective, reversible without the consent and active participation of the recipient of the cryptocurrencies from the transaction. Once a transaction has been verified and recorded in a block that is added to a blockchain, an incorrect transfer of a cryptocurrency or a theft thereof generally will not be reversible and we may not have sufficient recourse to recover our losses from any such transfer or theft. Further, it is possible that, through computer or human error, or through theft or criminal action, our cryptocurrency rewards could be transferred in incorrect amounts or to unauthorized third parties, or to uncontrolled accounts. If an errant or fraudulent transaction in our Bitcoin were to occur, we would have very limited means of seeking to reverse the transaction or seek recourse. To the extent that we are unable to recover our losses from such action, error or theft, such events could have a material adverse effect on our business.

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We will rely on one or more third parties for depositing, storing and withdrawing the Bitcoin we mine, which could result in loss of assets, disputes and other liabilities or risks which could adversely impact our business.

We currently use a Coinbase digital wallet to store the Bitcoin we mine, although we may change to another digital wallet provider or use multiple providers at any time. In order to own, transfer and use Bitcoin on the blockchain network, we must have a private and public key pair associated with a network address, commonly referred to as a “wallet”. Each wallet is associated with a unique “public key” and “private key” pair, each of which is a string of alphanumerical characters. To deposit Bitcoin into our digital wallet, we must “sign” a transaction that consists of the private key of the wallet from where the Bitcoin is being transferred, the public key of a wallet that Coinbase controls and provides to us, and broadcast the deposit transaction onto the underlying blockchain network. Similarly, to withdraw Bitcoin from our Coinbase account, we must provide Coinbase with the public key of the wallet that the Bitcoin are to be transferred to, and Coinbase then “signs” a transaction authorizing the transfer. In addition, some cryptocurrency networks require additional information to be provided in connection with any transfer of cryptocurrency such as Bitcoin.

A number of errors or other adverse events can occur in the process of depositing, storing or withdrawing Bitcoin into or from Coinbase, such as typos, mistakes, or the failure to include the information required by the blockchain network. For instance, a user may incorrectly enter our wallet’s public key or the desired recipient’s public key when depositing and withdrawing Bitcoin. Additionally, our reliance on third parties such as Coinbase and the maintenance of keys to access and utilize our digital wallet will expose us to enhanced cybersecurity risks from unauthorized third parties deploying illicit activities such as hacking, phishing and social engineering, notwithstanding the security systems and safeguards employed by us and others. Cyberattacks upon systems across a variety of industries, including the cryptocurrency industry, are increasing in frequency, persistence, and sophistication, and, in many cases, are being conducted by sophisticated, well-funded, and organized groups and individuals. For example, attacks may be designed to deceive employees and service providers into releasing control of the systems on which we depend to a hacker, while others may aim to introduce computer viruses or malware into such systems with a view to stealing confidential or proprietary data. These attacks may occur on our digital wallet or the systems of our third-party service providers or partners, which could result in asset losses and other adverse consequences. Alternatively, we may inadvertently transfer Bitcoin to a wallet address that we do not own, control or hold the private keys to. In addition, a Bitcoin wallet address can only be used to send and receive Bitcoin, and if the Bitcoin is inadvertently sent to an Ethereum or other cryptocurrency wallet address, or if any of the foregoing errors occur, all of the Bitcoin will be permanently and irretrievably lost with no means of recovery. Such incidents could result in asset loss or disputes, any of which could materially adversely affect our business.

If a malicious actor or botnet obtains control of more than 50% of the processing power on a cryptocurrency network, such actor or botnet could manipulate blockchains to adversely affect us, which would adversely affect an investment in us or our ability to operate.

If a malicious actor or botnet (a volunteer or hacked collection of computers controlled by networked software coordinating the actions of the computers) obtains a majority of the processing power dedicated to mining a cryptocurrency, it may be able to alter blockchains on which transactions of cryptocurrency reside and rely by constructing fraudulent blocks or preventing certain transactions from completing in a timely manner, or at all. The malicious actor or botnet could control, exclude or modify the ordering of transactions, though it could not generate new units or transactions using such control. The malicious actor could “double-spend” its own cryptocurrency (i.e., spend the same Bitcoin in more than one transaction) and prevent the confirmation of other users’ transactions for as long as it maintained control. To the extent that such malicious actor or botnet does not yield its control of the processing power on the network or the cryptocurrency community does not reject the fraudulent blocks as malicious, reversing any changes made to blockchains may not be possible. The foregoing description is not the only means by which the entirety of blockchains or cryptocurrencies may be compromised but is only an example.

Although there are no known reports of malicious activity or control of blockchains achieved through controlling over 50% of the processing power on the network, it is believed that certain mining pools may have exceeded the 50% threshold in Bitcoin. The possible crossing of the 50% threshold indicates a greater risk that a single mining pool could exert authority over the validation of Bitcoin transactions. To the extent that the Bitcoin community, and the administrators of mining pools, do not act to ensure greater decentralization of Bitcoin mining processing power, the feasibility of a botnet or malicious actor obtaining control of the blockchain’s processing power will increase, because such botnet or malicious actor could more readily infiltrate and seize control over the blockchain by compromising a single mining pool, if the mining pool compromises more than 50% of the mining power on the blockchain, than it could if the mining pool had a smaller share of the blockchain’s total hashing power. Conversely, if the blockchain

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remains decentralized it is inherently more difficult for the botnet or malicious actor to aggregate enough processing power to gain control of the blockchain. If this were to occur, the public may lose confidence in the Bitcoin blockchain, and blockchain technology more generally. This would likely have a material and adverse effect on the price of Bitcoin, which could have a material adverse effect on our business, financial results and operations, and harm investors.

If the Bitcoin rewards for solving blocks are not sufficiently high, miners may not have adequate incentive to continue mining and may cease mining operations, which may make the blockchains they support with their mining activity less stable.

As the number of cryptocurrency rewards awarded for solving a block in a blockchain decreases, the relative cost of producing a single cryptocurrency will also increase, unless there is a corresponding increase in demand for that cryptocurrency. Even relatively stable demand may not be sufficient to support the costs of mining, because as new miners begin working to solve blocks, the relative amount of energy expended to obtain a cryptocurrency award will tend to increase. This increased energy directly relates to an increased cost of mining, which means an increased cost of obtaining a cryptocurrency award. This increased cost, if not met with a corresponding increase in the market price for the cryptocurrency resulting from increased scarcity and demand, may lead miners, such as us, to conclude they do not have an adequate incentive to continue mining and, therefore, may cease their mining operations. This could in turn reduce the sustainability of the Bitcoin blockchain, which is dependent upon continued mining to solve the block’s algorithms and process transactions in Bitcoin. If this were to occur, your investment in us could become worthless.

Current interpretations require the regulation of Bitcoin under the Commodity Exchange Act by the Commodity Futures Trading Commission, and we may be required to register and comply with such regulations. Any disruption of our operations in response to the changed regulatory circumstances may be at a time that is disadvantageous to investors.

Current and future legislation, regulation by the Commodity Futures Trading Commission (the “CFTC”) and other regulatory developments, including interpretations released by a regulatory authority, may impact the manner in which Bitcoin and other cryptocurrencies are treated for classification and clearing purposes. In particular, derivatives on these assets are not excluded from the definition of “commodity future” by the CFTC. We cannot be certain as to how future regulatory developments will impact the treatment of Bitcoin and other cryptocurrencies under the law.

Bitcoins have been deemed to fall within the definition of a commodity and, we may be required to register and comply with additional regulation under the Commodity Exchange Act, including additional periodic report and disclosure standards and requirements. Moreover, we may be required to register as a commodity pool operator and to register us as a commodity pool with the CFTC through the National Futures Association. Such additional registrations may result in extraordinary, non-recurring expenses, thereby materially and adversely impacting an investment in us. If we determine not to comply with such additional regulatory and registration requirements, we may seek to cease certain of our operations. Any such action may adversely affect an investment in us.

Additionally, governments may develop and deploy their own blockchain-based cryptocurrencies, which may have a material adverse impact on Bitcoin’s price and utility.

Risks Related to Our Financial Services Business

Because we are a small participant in the fund administration and investment management businesses, our revenues from these businesses are not likely to cover our public company expenses.

We provide fund administration services for a limited number of hedge funds and do not expect to use material proceeds from this offering to expand this business. Additionally, while we control the general partner and manager, respectively, for two investment firms we do not expect to expand our investment management business. While these businesses generate revenue, the revenues are not likely to assist us in covering our material public company costs once we close this offering.

We are subject to intense competition in our fund administration and financial services business, which could negatively affect our ability to maintain or increase our revenue.

The market for the provision of financial services in which we operate is both highly competitive and global. This market is changing as a result of new and evolving laws and regulations applicable to financial services institutions. Regulatory-driven market changes cannot always be anticipated, and may adversely affect the demand for, and revenue

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derived from, the services that we offer. A majority of our competitors are better capitalized, have more employees and consultants at their disposal, and provide a wider range of product and service offerings than we do. Our limited size permits us to offer service to hedge funds but that size has negative effects on our ability to compete. Further, many of our competitors in the financial services industry operate internationally and across a broad spectrum of industries with subsidiaries or divisions within their corporate structure with specialties tailored towards each. As such, we have faced, and expect to continue to face, fierce competitive pressures which we may be unable to overcome.

The ability of a competitor to offer comparable or improved products or services at a lower price would likely negatively affect our ability to grow our revenue. In addition, pricing pressures as a result of the activities of competitors, client pricing reviews, and other market developments beyond our control, as well as the introduction of new products, may result in a reduction in the prices we can charge for our products and services. We may be unable to reduce prices due to lack of flexibility with respect to our expenditures, personnel costs, contracts for and the price of the third-party software on which we depend, or otherwise. We have a limited number of hedge fund clients, and the lack of diversification magnifies the risks posed by the competitive environment in which we operate. Because of our relatively niche operations in the financial services space, the opportunity for growth and the ability to replace clients should we lose them may be low.

Fee revenue from our provision of financial services presently represents all of our revenue and is subject to decline.

Until the quarter ended September 30, 2021, all of our revenue to date had come from fund administration and management fees. The level of these fees is influenced by several factors, including our being retained to provide fund administration and related services and the value of securities positions held in the investment funds’ portfolios. We do not manage the portfolios and with one exception — securities of Ecoark — the investments are illiquid early-stage businesses which may never generate any gains for the investors in the investment fund. If the values decline, our management fees will decline.

Our business may be negatively affected by our failure to update and maintain, or other adverse developments which may occur with respect to, our technology infrastructure and outsourced software we utilize.

Our business model as it relates to the provision of financial services to institutional investors is highly dependent on our continued use of software we license from a third party. The software may become outdated or obsolete, in which case we could struggle to find replacement license or other means of providing our services on favorable terms, in time to avoid losing business or revenue, or at all. The software could also fail for a period of time, which could have harmful effects to our clients, and as a result to us, particularly to the extent the downtime is for a prolonged period and/or occurs during active trading hours. Additionally, we could become subject to intellectual property claims by the licensor or another third party alleging improper use or misappropriation of their intellectual property rights, the costs of defense of which can be exorbitant regardless of the merit of the underlying claim. The transition to new operating processes and technology infrastructure may also cause disruptions in our relationships with clients and employees or loss of institutional understanding and may present other unanticipated technical or operational hurdles. In addition, the relocation to or expansion of servicing activities and other operations in different geographic regions or vendors may entail client, regulatory and other third-party data use, storage and security challenges, as well as other regulatory compliance, business continuity and other considerations. All of the above challenges are likely to arise in the future given our current intention to expand our financial services business.

As a result, we may not achieve some or all of the anticipated cost savings or other benefits and may experience unanticipated challenges from clients, regulators or other parties or reputational harm. In addition, some initiatives to replace or build upon the technologies we currently employ may be limited by a lack of adequate capital or human resources and, consequently, may be delayed or unsuccessful. The systems we use may require enhancements to meet the requirements of evolving regulation, to strengthen security protocols and decommission obsolete technologies. We may not have the resources to effectively meet these technological challenges should they arise, in which case our business and your investment in us could be materially harmed.

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Competition for qualified personnel in the financial markets is intense, and Barrier Crest may not be able to attract and retain the highly skilled people we need to support its financial services business and growth objectives.

Our business strategy for Barrier Crest’s financial services business involves potentially expanding these operations as new opportunities arise. Our success in this sector will therefore depend, in large part, on our ability to attract and retain key personnel including as necessary to staff our operations following acquisitions of new businesses or adding new clients to our book of business. Competition for the high quality personnel is intense, particularly in the financial markets, and we may not be able to hire people or retain them, particularly in light of challenges associated with compensation restrictions which may be applicable due to economic or regulatory forces. The unexpected loss of services of key personnel in our Barrier Crest unit, particularly its Chief Executive Officer, or a failure to locate, hire and retain new capable people as needed, could have a material adverse impact on our business and growth prospects. Similarly, the loss of key personnel, either individually or as a group, could adversely affect our clients’ perception of our ability to continue to assist them with their administrative and other needs or to maintain a culture of innovation and proficiency, which would harm our reputation and financial condition.

Any theft, loss, damage to or other misappropriation or inadvertent disclosure of, or inappropriate access to, the confidential or protected information we possess could have an adverse impact on our business and could subject us to regulatory actions, litigation and other adverse effects.

Our businesses and relationships with clients are dependent on our ability to maintain the confidentiality of our and our clients’ trade secrets and other confidential information, including client transactional and holdings data and personal data about our clients, our clients’ investors and our employees. Unauthorized access, or failure of our controls with respect to granting access to our systems, has in the past occurred and may in the future occur, resulting in theft, loss, damage to or other misappropriation of such information. Any theft, loss, damage to other misappropriation or inadvertent disclosure of confidential information could have a material adverse impact on our competitive position, our relationships with our clients and our reputation and could subject us to regulatory inquiries, enforcement and fines, civil litigation and possible financial liability or costs.

To the extent any of these events involve personal information, the risks of enhanced regulatory scrutiny and the potential financial liabilities are exacerbated, particularly under data protection regulations. For example, we are or may become subject to a variety of laws and regulations covering date privacy, protection and security including if we have personal information of residents of the European Union, the European Union’s General Data Protection Regulation (the “GDPR”). These laws and regulations are continuously evolving and developing. The scope and interpretation of the laws that are or may be applicable to us are often uncertain and may be conflicting, particularly with respect to foreign laws.

In particular, there are numerous U.S. federal, state, and local laws and regulations and foreign laws and regulations regarding privacy and the collection, sharing, use, processing, disclosure, and protection of personal data. Such laws and regulations often vary in scope, may be subject to differing interpretations, and may be inconsistent among different jurisdictions. For example, the GDPR includes operational requirements for companies that receive or process personal data of residents of the European Union that are broader and more stringent than those previously in place in the European Union and in most other jurisdictions around the world. The GDPR includes significant penalties for non-compliance, including fines of up to €20 million or 4% of total worldwide revenue. Additionally, in June 2018, California enacted the California Consumer Privacy Act (the “CCPA”). The CCPA requires covered companies to provide California consumers with new disclosures and will expand the rights afforded consumers regarding their data. Fines for noncompliance may be up to $7,500 per violation. Since the CCPA was enacted, Nevada, Maine, Colorado and Virginia have enacted similar legislation designed to protect the personal information of consumers and penalize companies that fail to comply, and other states have proposed similar legislation. The costs of compliance with, and other burdens imposed by, the GDPR, CCPA, and similar laws may limit the use and adoption of our products and services and/or require us to incur substantial compliance costs, which could have an adverse impact on our business. Therefore, to the extent we become subject to these laws, including to the residence or presence of our employees, clients, or clients’ investors, we could become subject to the foregoing onerous regulatory regimes and potential liability, including the possibility of severe reputational harm which often results from data breaches, particularly in the financial services industry.

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Any failures of or damage to, attack on or unauthorized access to our information technology systems or facilities or disruptions to our continuous operations, including the systems, facilities or operations of third parties with which we do business, such as resulting from cyber-attacks, could result in significant costs, reputational damage and limits on our ability to conduct our business activities.

Our Barrier Crest operations depend on information technology infrastructure, both internal and external, to, among other things, record and process a large volume of client, market and other data and to maintain that data securely. In recent years, several financial services firms have suffered successful cyber-attacks launched both domestically and from abroad, resulting in the disruption of services to clients, loss or misappropriation of sensitive or private data and reputational harm. If we are subject to a cyber-attack, we could suffer a similar breach or suspension in the future. Further, we may be unaware of a prior attack and the damage caused thereby until a future time when remedial actions cannot be taken. Cyber-threats are often sophisticated and are continually evolving. We may not implement effective systems and other measures to effectively identify, detect, prevent, mitigate, recover from or remediate the full diversity of cyber-threats or improve and adapt such systems and measures as such threats evolve and advance in their ability to avoid detection.

A cyber-security incident, or a failure to protect our technology infrastructure, systems and information and our clients and others’ information against cyber-security threats, could result in the theft, loss, unauthorized access to, disclosure, misuse or alteration of information, system failures or outages or loss of access to information. The expectations of our clients and regulators with respect to the resiliency of our systems and the adequacy of our control environment with respect to such systems has and is expected to increase as the risk of cyber-attacks, which is presently elevated due to the current work-from-home environment, and the consequences of those attacks become more pronounced. We may not be successful in meeting those expectations or in our efforts to identify, detect, prevent, mitigate and respond to such cyber-incidents or for our systems to recover in a manner that does not disrupt our ability to provide services to our clients. The failure to maintain an adequate technology infrastructure and applications with effective cyber-security controls could impact operations, adversely affect our financial results, result in loss of business, damage our reputation or impact our ability to comply with regulatory obligations, leading to regulatory fines and sanctions. We may be required to expend significant additional resources to modify, investigate or remediate vulnerabilities or other exposures arising from cyber-security threats. Failing to prevent or properly respond to a cyber-attack could expose us to regulatory fees or civil liability, cause us to lose clients, prevent us from offering our services including due to resulting regulatory action, impair our ability to maintain continuous operations, and inhibit our ability to meet regulatory requirements.

The financial markets in which we operate and the clients therein which we serve are subject to an extensive and evolving regulatory environment, which may increase our costs and expose us to risks related to compliance.

Our financial services operations and the investing activities of the clients we serve are subject to extensive regulation. These regulations may affect the scope of, and the manner and terms of delivery of, our services. Our clients are required to comply with regulatory oversight such as minimum capital and liquidity requirements, internal controls and financial reporting which might affect, among other things, the scope of our activities and client services, our capital and organizational structure, and our fee arrangements. Among other things, Barrier Crest must provide services to its clients in connection with regulatory compliance including anti money laundering and know your customer laws. Any oversight failures by Barrier Crest may result in increased compliance costs and possible fines and other regulatory sanctions.

We are unable to predict what, if any, changes to the regulatory environment may be enacted by Congress, both chambers of which are now under Democratic control, or the Biden administration will do administratively, and what the impact of any such changes will be on our results of operations or financial condition, including increased expenses or changes in the demand for our services or our ability to engage in transactions to expand our business, or on the U.S.-domestic or global economies or financial markets. Such changes could impact the rulemaking, supervision, examination and enforcement priorities and policies of the industry and the agencies which oversees stakeholders such as us and our clients. The potential impact of any changes in agency personnel, policies and priorities on the financial services sector, including us, cannot be predicted at this time. We expect that our business and the industries we serve will remain subject to extensive regulation and supervision. Many of Barrier Crest’s clients are subject to significant regulatory requirements and retain our services in order for us to assist them in complying with those legal requirements. Changes in these regulations or adverse developments with respect to their enforcement can significantly affect the services that we are asked to provide, as well as our costs.

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Adverse publicity and damage to our reputation arising from the failure or perceived failure to comply with legal, regulatory or contractual requirements could affect our ability to attract and retain clients. Additionally, if we cause clients to fail to comply with any regulatory requirements, we may be liable to them for losses and expenses that they incur. In recent years, regulatory oversight and enforcement have increased substantially, imposing additional costs and increasing the potential risks associated with our operations. If this regulatory trend continues, it could continue to adversely affect our operations and, in turn, our consolidated results of operations and financial condition.

Development and completion of new products and services, which management believes will be important to our business and growth strategy in the coming years, will impose significant costs on us, involve dependencies on third parties and may expose us to increased operational and model risk.

Our financial performance will depend, in part, on our ability to develop and market new and innovative products and services and to adopt or develop new technologies that differentiate our products or provide cost efficiencies. We anticipate developing such technologies will be a time and cost intensive process riddled with uncertainty and challenges which may force us to adapt or alter our original chosen course. This dependency is exacerbated in the current “FinTech” environment, wherein financial institutions are increasingly investing in evaluating new technologies, such as distributed ledger technology used in cryptocurrency transactions, and developing potentially industry-changing products, services and standards. While we believe this environment to offer an opportunity to expand, it also involves the risks that we may fail, that others may develop superior products or services or beat us to market comparable offerings, or that we expend significant resources towards an endeavor that ultimately becomes obsolete before we can effectively monetize it and realize a return on our investment.

The introduction of new products and services can require significant time and resources, including regulatory approvals and the development and implementation of technical data management, control and model validation requirements and effective security and resiliency elements. New products and services often also involve dependencies on third parties to, among other things, license or otherwise access innovative technologies, develop new distribution channels or form collaborative product and service offerings, and can require complex strategic alliances and joint venture relationships. Substantial risks and uncertainties are associated with the introduction of new products and services, strategic alliances and joint ventures, including rapid technological change in the industry, our ability to access technical, data and other information needed from third parties, significant and ongoing investments required to bring new products and services to market in a timely manner and at economically viable prices, fairly sharing of benefits in those relationships, conflicts or liabilities which may arise, obtaining and protecting intellectual property rights and defending against related claims, the intense competition for competent qualified personnel to develop and market offerings and regulatory requirements and the risk of non-compliance. New products or services may fail to function or perform as expected and may not be suitable for the intended client or may not produce anticipated efficiencies, savings or benefits for either the client or us. Even if we do develop a technology, if it fails to perform as expected, we could be exposed to costly litigation such as product liability claims. Failure to successfully manage all of the above risks in the development and implementation of a new product or service could have a material adverse effect on our business and reputation, results of operations or financial condition.

If we enter the DeFi industry, we will face numerous risks and uncertainties which may materially adversely affect us and your investment in us.

If we commence operations in the DeFi space, we will become subject to a variety of risks and uncertainties inherent in that industry, including risks and uncertainties similar to those involved in our cryptocurrency mining operations as well as others which are unique to DeFi. For example, DeFi involves the use of “smart contracts,” which consist of software implementing digital rules and protocols which are coded into a digital asset and dictate or facilitate transactions in that digital asset on an on-going basis, such as the initial sale of the digital asset and secondary sales. Since smart contracts typically cannot be stopped or reversed, vulnerabilities in their programming and design can have damaging effects. Among the risks and uncertainties of DeFi operations we may undertake in the future, including those arising from the anticipated prevalence of smart contracts in any such operations, are:

• Smart contracts may fail to operate as expected, due to human error, malicious coding, hacking, unauthorized interference or other factors;

• Some smart contracts can be unilaterally manipulated by one or more third parties with exclusive or limited access, and could therefore be altered in a manner adverse to us or our clients;

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• Many smart contracts can only be altered, if at all, by complying with complex or difficult processes such as voting by all users, making errors in or problems with the smart contracts difficult or impossible to fix should they arise;

• If a user loses an access code for a digital asset, or if an access code is stolen or modified by an unauthorized person, we could be exposed to a claim or held responsible;

• DeFi is currently the subject of enhanced regulatory scrutiny, the future regulatory landscape remains uncertain, and any adverse regulatory developments could materially harm our DeFi operations;

• The decentralized nature of the DeFi industry renders transactions in digital assets complex, cryptic and difficult to track, which could make our DeFi operations costly in terms of human and capital resources and particularly risky to the extent digital assets we are involved with become lost, stolen or tampered with;

• Collateral underlying a digital asset or other DeFi transaction in which we are involved may depreciate in value resulting in liabilities or other losses; and

• The number, sophistication, and resources of DeFi businesses are growing rapidly, and we may be unable to adequately compete.

If following our entrance into the DeFi industry any of these or other risks or uncertainties materialize, it could materially adversely affect our business, including potentially resulting in significant losses, regulatory actions and consequent penalties and fines, civil proceedings and damages, and negative publicity and reputational harm. Any of these developments could materially and adversely affect us and your investment in us.

Risks Related to Acquisition Activities such as Our Planned Acquisition of a Broker-Dealer.

We may face difficulties or delays in our search for or completion of an acquisition of a broker-dealer, and we may not have access to sufficient capital to consummate an acquisition when or as planned or at all.

In order to acquire a broker-dealer, we may deploy a portion of the proceeds from this offering, to complete an acquisition. We are presently in search of a suitable existing licensed broker-dealer to acquire. If we do acquire a broker-dealer, the transaction will be subject to approval of the Financial Industry Regulatory Authority (“FINRA”) and possibly certain states. Our ability to close any acquisition will also be dependent upon raising sufficient proceeds from this offering, engage in strategic acquisitions to grow and/or complement our current business models. We may expend significant time and resources in investigating and negotiating these acquisitions which may ultimately fail to close.

The integration and the retention and development of the benefits of any acquisitions including the broker-dealer may result in risks to our business and other uncertainties.

Although we presently plan to acquire a small broker-dealer, initially we planned to acquire a larger firm in exchange for a material cash investment. If we change our plans and acquire a larger broker-dealer, we will face an integration risk. Integration activities with respect to acquisitions are complicated and time consuming and can involve significant unforeseen costs. We may not be able to effectively assimilate services, technologies, key personnel or businesses of acquired companies into our business or service offerings as anticipated, and we may not achieve related revenue growth or cost savings. For example, if we do acquire a broker-dealer as presently contemplated, during the period following the acquisition of a broker-dealer it will be critical that we retain the management team of the target to enable a seamless transition, including with respect to regulatory and industry challenges about which our current management and personnel lack knowledge and experience. The failure to retain the required personnel of the target entity, due to friction, inability to adequately compensate them or otherwise, would therefore harm our business plan and prospects.

We also face the risk of being unable to retain the clients of the broker-dealer. The emergence of discount broker-dealers and the newer competitive threat from Robinhood that charges no commissions will be a factor that could adversely affect client retention. Any such client losses, reductions or renegotiations likely will reduce the expected benefits of the acquisition, including revenues, cross-selling opportunities and market share, cause impairment to goodwill and other intangibles or result in reputational harm, which effects could be material, and we may not have recourse against the seller of the business or the former clients.

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With any acquisition, the integration of the operations and resources of the businesses could result in the loss of key employees, the disruption of our and the acquired company’s ongoing businesses or inconsistencies in standards, controls, procedures or policies that could adversely affect our ability to maintain relationships with clients or employees, maintain regulatory compliance or achieve the anticipated benefits of the acquisition. Integration efforts may also divert management attention and resources.

If we acquire a small and relatively inactive broker-dealer, we will be required to recruit experienced supervisory, financial and compliance personnel and create a business. All of these challenges are highly competitive, and we may not be successful in operating a broker-dealer.

We currently are involved in preliminary efforts to acquire a relatively inactive broker-dealer which is licensed with the Securities and Exchange Commission (the “SEC”) and one or more states. If we elect to acquire a small broker-dealer, we will be subject to a number of risks and challenges including:

• In order to operate the broker-dealer, we will need to recruit a supervisory principal, a financial and operations principal and a head of compliance, and we expect that there is intense competition for such personnel;

• With an inactive business, we will need to obtain licenses in each state in which we plan to operate and comply with their local securities laws, which can be costly;

• We will need to develop a business to generate revenue, which is extremely competitive in all aspects; and

• Our plan to launch a cryptocurrency trading desk at the broker-dealer means third parties will have to launch digital asset securities and comply with the Securities Act and the Exchange Act, both of which are regulated by the SEC. To our knowledge, no such company has complied with these federal laws and the SEC continues to bring lawsuits against entities claiming that the cryptocurrency in question is a security.

For all of these reasons, this plan to acquire a broker-dealer may not be successful.

A failure or delay in the acquisition a broker-dealer, including due to regulatory requirements of the broker-dealer, may adversely affect our business and results of operations.

Broker-dealers are subject to intense laws and regulations enacted by national, and state governments, including those administered by the SEC. Additionally, broker-dealers are subject to FINRA oversight and must also comply with money laundering laws and know your customers laws. Self-regulatory organizations and related licenses and certifications often come with their own rules and processes with which we will need to comply to effect these types of transactions. For example, we may use a portion of the proceeds from this offering to obtain a licensed broker-dealer. Broker-dealers are regulated by the SEC, states in which they operate and by FINRA, and self-regulatory organizations of which they may be members. The SEC requires registration and certain periodic public disclosure about the broker-dealer unless an exemption from registration is available. Before a FINRA member firm may engage in a change of control transaction, FINRA Rule 1017 requires the member to file an application for approval at least 30 days prior to the transaction. Under the Rule, FINRA then has authority to review and potentially reject the application, in which case the transaction would not be able to go forward. Therefore, our business plan as it relates to acquiring a broker-dealer through which to open and operate a cryptocurrency trading station could be materially delayed or even prevented by FINRA and/or the SEC rules and application and review processes, much of which will be beyond our control given that a significant source of the information and documentation FINRA or the SEC requests will come from the firm we are targeting to acquire. If we do negotiate and execute a definitive agreement and obtain FINRA approval to acquire a broker-dealer, we will become subject to the SEC’s and FINRA’s rules and requirements through the acquired entity, which together impose significant ongoing compliance requirements with respect to the financial condition (including net capital minimums), reporting, recordkeeping and audit requirements, supervisory and corporate governance mandates, customer relationships and communications and other requirements affecting the products and services offered by the broker-dealer. See the risk titled “If we obtain a broker-dealer, we will become subject to numerous regulatory requirements imposed by a variety of different private and public agencies, which could restrict our operations or impede our growth” for more information about the potential applicable requirements. Additionally, various states require registration which provides such states with the ability to regulate the broker-dealer including the power to inspect records.

Compliance with SEC and FINRA rules and regulations and other requirements in connection with acquisitions and ongoing operations are often capital intensive and time-consuming, can divert management’s and personnel’s attention from important operational matters, and may prevent us from ultimately achieving our goals within the desired

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timeframes, on favorable terms or at all. These requirements are often ambiguous, fact sensitive and context specific, which further magnifies the risk of exposure and/or the expense of compliance. Litigation or enforcement proceedings may arise involving large amounts of damages or fees, and defending against such litigation is costly. For the foregoing reasons, failure to comply with applicable laws or regulations, as interpreted and applied, and deployment of human and capital resources towards compliance and/or defense efforts, could have a material adverse effect on our business, including our ability to negotiate and complete transactions, and on our ability to execute our business plan and generate material revenue therefrom.

Even if we successfully consummate our planned acquisition of a broker-dealer, we may fail to realize some or all of the anticipated benefits of the transaction or the benefits may take longer to realize than expected.

Our ability to realize the anticipated benefits of the planned acquisition of a broker-dealer will depend, to a large extent, on our ability to integrate the target entity into our business and realize anticipated growth opportunities and cost synergies. The integration of a target broker-dealer into our business will be a complex, costly and time-consuming process, and our management may face significant challenges in implementing that integration, including, without limitation, challenges related to:

• retaining the business and revenue from the broker-dealer’s current clients, who may have the right to consent to transfer their business to us or to transition their business on short notice;

• maintaining the license and registration as a broker-dealer following the acquisition, which will entail constant compliance with burdensome regulatory requirements;

• integrating the broker-dealer’s software and other systems with our existing technology infrastructure;

• achieving anticipated cost and revenue synergies from the combination; and

• transitioning the target’s personnel into roles within our company and retaining other key employees of the target.

Any delay or failure in achieving any of the foregoing could materially adversely impact the expected benefits of the acquisition.

If we are able to acquire a broker-dealer, the results of operations of the broker-dealer may fluctuate due to a variety of factors, many of which are beyond our control.

If we successfully acquire a broker-dealer, our results of operations will be highly vulnerable to movements and trends in the underlying markets for securities, changes in general economic conditions and fluctuations in trading levels, each of which is outside our control and will continue to be outside of our control. Additionally, our lack of an operating history as a broker-dealer makes it difficult to forecast our future results. As a result, period-to-period comparisons of our results of operations may not be meaningful, and our past results of operations should not be relied on as indicators of future performance. Our financial condition and results of operations in general and between periods can be influenced by numerous factors, many of which we are unable to predict or are outside of our control, which could include:

• our ability to transition post-acquisition, including with respect to the technologies and personnel of the entities involved;

• market acceptance of our products and services;

• our ability to retain existing customers and attract new customers;

• the development and improvement of our products and services, including intellectual property, proprietary technology and customer support functions;

• the timing and success of new product and service introductions by us or our competitors, or other changes in the competitive landscape of our market;

• increases in marketing, sales and other operating expenses that we may incur to grow and expand our operations and to become and remain competitive;

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• the success of our expansion into new markets, products and services, such as cryptocurrency trading;

• decreased trading in global markets or decreased demand for financial services products generally;

• continued growth in the adoption and use of cryptocurrencies and the public perception thereof;

• system disruptions, outages and other performance problems or interruptions on our platform, or breaches of security or privacy;

• disputes with our customers, adverse litigation and regulatory judgments, enforcement actions, settlements or other related costs and the public perception thereof;

• fraudulent, unlawful or otherwise inappropriate customer behavior and our inability to detect and prevent any such misconduct;

• changes in the legislative or regulatory environment, scope or focus of regulatory investigations and inquiries, or interpretations of regulatory requirements;

• our development of any unique features or services that may be the subject of regulatory criticism or form the basis for regulatory enforcement action, including regulatory actions to prohibit certain practices or features;

• the overall tax rate for our business, which may be affected by any changes to our valuation allowance, domestic deferred tax assets, and the effects of changes in our business;

• changes in tax laws or judicial or regulatory interpretations of tax laws;

• changes in accounting standards, policies, guidance, interpretations or principles;

• changes in requirements imposed on us by regulators or by our counterparties, including net capital requirements imposed by the SEC and FINRA and cash deposit and collateral requirements imposed by other self-regulatory organizations to which we may become subject such as the DTC, National Securities Clearing Corporation (“NSCC”) or the Options Clearing Corporation (“OCC”);

• volatility in the overall market which could, among other things, impact demand for our services, the magnitude of our cash deposit and collateral requirements and our growth strategy and business more generally; and

• general economic conditions in either domestic or international markets, including the impact of the ongoing COVID-19 pandemic.

Any one of the factors above or the cumulative effect of some or all of such factors may prevent us from effectively implementing our new business and/or result in significant fluctuations in our results of operations, which could cause an investment in us to lose value.

If we obtain a broker-dealer, we will become subject to numerous regulatory requirements imposed by a variety of different private and public agencies, which could restrict our operations or impede our growth.

If we acquire a broker-dealer, we will become subject to a number of laws, regulations, rules and policies aimed at protecting investors and preserving the integrity of the financial markets. These requirements can be costly to comply with, divert management’s attention away from other important matters, and may have the effect of hindering our growth as a result. For example, among the laws, regulations, rules and policies to which the broker-dealer must comply with are:

• Rule 15c3-1 under the Exchange Act, which specifies minimum capital requirements intended to ensure the general financial soundness and liquidity of broker-dealers;

• Rule 15c3-3 under the Exchange Act, which requires broker-dealers to maintain certain liquidity reserves;

• SEC and FINRA rules which require notification when net capital falls below certain defined criteria and when withdrawals of capital exceed certain thresholds, as well as remaining above a certain ratio of debt to equity in the regulatory capital composition of a broker-dealer;

• Cash deposit and collateral requirements under the rules of the DTC, NSCC and OCC, which may fluctuate significantly from time to time based upon the nature and volume of customers’ trading activity and volatility in the market or individual securities;

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• The “best execution” requirements under SEC guidelines and FINRA rules, which require broker-dealers to obtain the best reasonably available terms for customer orders; and

• Limitations imposed by the rules and regulations of the Board of Governors of the Federal Reserve and FINRA with respect to certain margin lending activities.

We may be subject to additional or different rules depending on the operations of the broker-dealer we acquire, and any future business we develop following the acquisition. Costs of compliance with these requirements is expected to be significant, and failure to comply would expose us to the risk of regulatory enforcement, civil liability, suspension or withdrawal of the license or registration to operate as a broker-dealer, any of which would materially adversely affect us.

Risks Relating to our Energy Business

Producing crude oil and natural gas involves significant risks and uncertainties that could adversely affect our business, financial condition or results of operations.

Our oil and natural gas production activities are subject to many risks, including without limitation:

• fires;

• explosions and blowouts;

• pipe or cement failures;

• environmental hazards, such as natural gas leaks, oil spills, pipeline and tank ruptures, encountering naturally occurring radioactive materials, and unauthorized discharges of toxic gases, brine, well stimulation and completion fluids, or other pollutants into the surface and subsurface environment;

• title problems for the properties on which we drill and resulting restrictions or termination of lease for oil drilling and production operations;

• facility or equipment malfunctions;

• shortages of skilled personnel or unexpected loss of key workers;

• shortages or delivery delays of equipment and services;

• natural disasters; and

• adverse weather conditions.

Any of these risks can cause substantial losses, including personal injury or loss of life, severe damage to or destruction of property, natural resources and equipment, pollution, environmental contamination, clean-up responsibilities, loss of wells, repairs to resume operations; and regulatory fines or penalties.

We may not be insured or fully insured against certain of the above operational risks, either due to unavailability of such insurance or the high premiums and deductibles. The occurrence of an event that is not covered in full or in part by insurance could have a material adverse impact on our business, financial condition and results of operations.

Risks arising from the threat of climate change and the legislation, regulations or government actions related to climate change, greenhouse gas emissions and sustainability initiatives, could result in increased compliance and operating costs.

Since he took office in January 2021, President Biden has signed a series of executive orders seeking to adopt new regulations to address climate change and to suspend, revise, or rescind certain prior agency actions which were part of the Trump Administration’s de-regulatory push, and the Biden Administration is expected to continue to aggressively seek to regulate the energy industry and seek to eliminate in time the use of fossil fuels. Among other things, in January 2021, President Biden issued an executive order calling for methane emissions regulations to be reviewed and for the United States Environmental Protection Agency (the “EPA”) to establish new standards. On September 17, 2021, President Biden pledged to reduce global methane emissions in the United States by at least 30% below 2020 levels by 2030. Further, in November 2021 the EPA released new proposed methane rules which would impose regulations on methane release at

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existing wells nationwide. These new rules, among other things, would implement a comprehensive monitoring program to require companies to find and fix leaks. Additionally, the new rules would require well operators to place gas that is produced in a pipeline to be sold when possible to prevent wasting the gas, which could force us or well operators on which we rely to sell the gas at lower prices and thereby reduce our revenues. As with most regulations, smaller participants like us will face more burdens due to the compliance and other costs and the limited revenue to absorb such costs. The EPA is expected to issue a supplemental proposal in 2022 in the hopes of identifying additional regulatory means of reducing methane and other emissions, and has indicated an intention to adopt final rules before the end of calendar year 2022.

These and other adverse changes to the existing regulations and the adoption and implementation of new regulations related to climate change could require us to incur material costs to monitor and report on greenhouse gas emissions or install new equipment to reduce emissions of greenhouse gases associated with our operations, which may require us to divert significant capital and human resources, reduce our revenue and prospects, or otherwise have a material adverse effect on our financial condition and results of operations.

Our production operations are subject to stringent environmental, oil and gas-related and occupational safety and health laws and regulations, and noncompliance with such laws and regulations could expose us to material costs and liabilities.

Our production operations are subject to stringent federal, state and local laws and regulations governing, among other things, production rates, the transportation and sale of crude oil, gas, and the discharging of materials into the environment and environmental protection. These laws and regulations may limit the amount of oil and gas we can produce.

Failure to comply with these laws and regulations may subject Agora to sanctions, including administrative, civil or criminal penalties, remedial clean-ups or corrective actions, delays in permitting or performance of projects, natural resource damages and other liabilities. In addition, these laws and regulations may be amended and additional laws and regulations may be adopted in the future with more stringent legal requirements.

Because we have not proven the viability of using flared natural gas as a solution to lower the costs of generating electricity, the operations of Trend Exploration may not be a successful adjunct to our Bitstream mining business.

Trend Discovery formed Trend Exploration in order to explore using flared natural gas as a solution to lower the costs of power generation for Bitcoin mining. Oil production involves the discharge of excess natural gas near the wellhead in areas where it is not economical to transport the natural gas. Flared natural gas involves the burning of this natural gas. We believe that if we can harness enough stranded natural gas, it can reduce our power costs and reduce the environmental effects from the discharge and burning of this natural gas. We have been exploring the feasibility of this process and seeking a sufficient supply to meet our needs. While our management is optimistic that we have an economically viable solution, we may not be successful in either obtaining an adequate supply of natural gas or generating enough power at costs which meet our needs.

General Risks

The COVID-19 pandemic has disrupted and may continue to disrupt national and international commerce and we may not be able to develop or maintain our operations as presently contemplated, which could materially and adversely affect our business and results of operations.

The impact from COVID-19 has spread as a global pandemic throughout the world and has resulted in authorities imposing, and businesses and individuals implementing, numerous unprecedented measures to try to contain the virus. While vaccinations beginning in 2021 allowed for the partial reopening of the economy, the “Omicron” variant of the virus and other variants, as well as reduced efficacy of vaccines over time and the possibility that a large number of people decline to get vaccinated or receive booster shots, creates inherent uncertainty as to the future of our business, our industry and the economy in general in light of the pandemic. In addition to vaccinations, preventative efforts have included travel bans and restrictions, quarantines, shelter-in-place/stay-at-home and social distancing orders, and shutdowns. These measures may impact our mining operations, the third-party contractors on which we rely to further those operations, and the vendors, suppliers and manufacturers with which we do business. Further, COVID-19 has contributed to continued supply chain disruptions, which may adversely affect our operations either directly or

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by impeding or delaying those of the third parties on which we rely. The extent to which the COVID-19 pandemic may affect our business, results of operations and financial condition is difficult to predict and depends on numerous evolving factors, including the duration and scope of the pandemic and its impact on overall global economic and political uncertainty; government, social, business and other actions that have been and will be taken in response to the pandemic; the speed and extent to which vaccines are distributed and their efficacy at preventing the COVID-19 virus from spreading and impacting the general populace, both in the short- and long- term, and the effect of the pandemic on short- and long-term general economic conditions and on the cryptocurrency industry in particular.

Current and future restrictions or disruptions of manufacturing and transportation, such as reduced availability of air and ground transport, port closures or congestion, and increased border controls or closures, can also impact our ability to timely mine Bitcoin in sufficient quantities and/or sell the Bitcoin we receive at favorable prices, and could materially adversely affect us. Supply chain delays and shortages of miners and other equipment such as transformers may adversely affect us especially our plans to develop a cryptocurrency mining business. Increased transportation, electrical supply, labor or other costs which may result from the COVID-19 pandemic could have a material adverse effect on our financial condition and results of operations, particularly if the effects of COVID-19 arise again.

The loss of any members of our management team or key personnel could have a material adverse effect on us.

Our success depends solely on the continued services of our executive officers, particularly William B. Hoagland, our Chief Executive Officer, Randy May, our Executive Chairman, and Britt Swann, our Chief Financial Officer. While our management team lacks experience in cryptocurrency mining, each of these individuals plays a distinct important role in our business and future plans for Agora. Mr. May will remain the Chief Executive Officer of Ecoark, our principal stockholder, while Messrs. Hoagland and Swann are full-time employees of Agora. Further, Matthew Wilson, Chief Executive Officer of Barrier Crest, is intimately involved and responsible for that subsidiary’s operations. The loss of services of any of these individuals, could diminish our business and growth opportunities and our relationships with key players in the cryptocurrency and financial industries, and could have a material adverse effect on us.

If we cannot manage our growth effectively, we may not become profitable.

Businesses, including companies such as ours which are in the development stage of a new industry or industries, often grow rapidly and tend to have difficulty managing their growth. If we are able to successfully establish cryptocurrency mining operations as intended or acquire complementary businesses in the financial services and/or investment advisory space, we will likely need to expand our management team and other key personnel by recruiting and employing experienced executives and key employees and/or consultants capable of providing the necessary support. We cannot assure you that our management will be able to manage our growth effectively or successfully. Our failure to meet these challenges could cause us to lose money, and your investment could be lost.

We will incur significant expenses related to being a public company, which could materially adversely affect our business, results of operations, and financial condition.

As a public company, we will incur significant legal, accounting, and other expenses. We will be subject to the reporting requirements of the Exchange Act, the applicable requirements of the Sarbanes-Oxley Act, the Dodd-Frank Act, the rules and regulations of the SEC, and the Listing Rules of The Nasdaq Stock Market. Stockholder activism and the level of government intervention and regulatory reform may lead to substantial new regulations and disclosure obligations, which may lead to additional significant compliance costs and impact the manner in which we operate our business in ways we cannot currently anticipate. The increased costs will increase our net loss or decrease our net income and may require us to reduce costs in other areas of our business. For example, we expect that being public will make it more difficult and more expensive for us to obtain director and officer liability insurance. The impact of these requirements could also make it more difficult for us to attract and retain qualified persons to serve on our Board, on our Board committees, or as executive officers. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our common stock, fines, sanctions, and other regulatory action and potentially civil litigation.

These new obligations will require significant attention from our senior management and could divert their attention from the day-to-day management of our business, and could materially adversely affect our business, results of operations, and financial condition.

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Risks Related to This Offering and Ownership of Our Common stock

We have broad discretion in the use of the net proceeds we receive from this offering and may not use them effectively.

Other than our plans to spend a substantial portion of the net proceeds in our cryptocurrency business, we cannot specify with certainty the particular uses of the net proceeds we will receive from this offering. We also may use a small portion of the proceeds to acquire a broker-dealer, but our cryptocurrency business is the primary intent for the use of proceeds. We will have broad discretion in the application of these net proceeds, including for any of the purposes described in the section entitled “Use of Proceeds”. Accordingly, you will have to rely upon our judgment with respect to the use of these net proceeds, with only limited information concerning our specific intentions. We may spend a portion or all of the net proceeds we will receive from this offering in ways that our stockholders may not desire or that may not yield a favorable return. Our failure to apply these funds effectively could harm our business.

The price of our common stock and warrants may be subject to volatility, including for reasons unrelated to our operating performance, which could lead to losses by investors and costly securities litigation.

Assuming a market develops, the market price of our common stock and warrants is likely to be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control, including the following:

• changes in our industry including changes which adversely affect Bitcoin;

• the continued volatility of the price of Bitcoin;

• volatility with regard to the cost of new miners;

• progress and publications of the commercial acceptance of Bitcoin and other cryptocurrencies;

• additions or departures of key personnel including our executive officers;

• sales of our common stock and warrants including the sale of large number of shares of common stock following Ecoark’s proposed stock dividend of its shares of Agora common stock;

• any public announcement of entering into new agreements and terms thereof, including with respect to the anticipated contract for the increased supply of electricity to our facility and the purchase of miners;

• business disruptions caused by tornadoes or other natural disasters;

• our ability to execute our business plan;

• actual or anticipated variations in operating results;

• changes in market valuations of our competitors;

• cyber security attacks;

• operating results that fall below analysts’ expectations;

• announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures, capital commitments, significant contracts, or other material developments that may affect our prospects;

• adverse regulatory developments; and

• economic, geopolitical and other external factors.

In addition, the securities markets have from time-to-time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock and warrants. As a result, you may be unable to resell your shares at a desired price.

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We have issued Ecoark a $7.5 million line of credit note which is due March 31, 2023. We may be required to use the proceeds of this offering or cash flow from operations to pay the note.

On November 13, 2021, Agora executed and delivered to its parent, Ecoark, a $7.5 million term note with 10% per annum interest. We will be required to repay any sums we borrow on March 31, 2023 with accrued interest and do not expect we will be able to extend the maturity date of the loan. While we plan to repay the loan with cash flow from operations, we may not be able to generate positive cash flow and may be required to use the proceeds from this offering. As of April 22, 2022, we had borrowed $4,947,995 from Ecoark.

We have not paid cash dividends in the past and do not expect to pay dividends in the future. Any return on investment may be limited to the value of our common stock.

We were organized in September 2021, have never paid cash dividends on our common stock and do not anticipate doing so in the foreseeable future. The payment of dividends on our common stock will depend on earnings, financial condition and other business and economic factors affecting us at such time as our Board may consider relevant. If we do not pay dividends, our common stock may be less valuable because a return on your investment will only occur if our stock price appreciates.

Our articles of incorporation allow for our Board to create new series of preferred stock without further approval by our stockholder, which could adversely affect the rights of the holders of our common stock.

Our Board has the authority to fix and determine the relative rights and preferences of preferred stock. Our Board also has the authority to issue preferred stock without further stockholder approval. As a result, our Board could authorize the issuance of a series of preferred stock that would grant to holders the preferred right to our assets upon liquidation, provide holders of the preferred anti-dilution protection, the right to receive dividend payments before dividends are distributed to the holders of common stock and the right to the redemption of the shares, together with a premium, prior to the redemption of our common stock. In addition, our Board could authorize the issuance of a series of preferred stock that has greater voting power than our common stock or that is convertible into our common stock, which could decrease the relative voting power of our common stock or result in dilution to our existing stockholders.

Our articles of incorporation contain certain provisions which may result in difficulty in bringing stockholder actions against or on behalf of the Company or its affiliates.

Section 11 of our articles of incorporation provide that the internal affairs of the Company, including stockholder derivative actions but excluding claims under the Exchange Act, shall be brought exclusively in state courts located in Nevada. Section 11 also provides that unless the Company consents in writing to an alternative forum, the federal district courts of the United States shall have exclusive jurisdiction over claims brought under the Securities Act, and that the United States District Court for the District of Nevada shall be the exclusive venue with respect to any cause of action brought under the Securities Act or the Exchange Act. These provisions may have the effect of precluding stockholders from bringing suit in their forum or venue of choice. Further, these provisions may give rise to a potential ambiguity as to which courts – state or federal – should preside over certain cases such as cases with overlapping claims under both state corporate law and the Securities Act and the rules and regulations thereunder. While the Supreme Court of Delaware has upheld a charter provision designating federal courts as the exclusive forum for actions brought under the Securities Act, it is unclear how a court in another jurisdiction, including Nevada, might rule. Therefore, an investor seeking to bring a claim against or on behalf of the Company or its affiliates under Nevada law or the federal securities laws may be forced to litigate their case in a court which poses geographic or other hardships, and could face uncertainty as to which jurisdiction and venue the case will ultimately be heard in, which may delay, prevent or impose additional obstacles on the investor in such litigation. Investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder, and there is uncertainty as to whether a state or federal court would enforce this charter provision.

Substantial future sales of our common stock by us or by our existing stockholders could cause our stock price to fall.

Additional equity financings or other issuances of common stock or derivative securities by us, including shares issued in connection with strategic alliances and corporate partnering transactions could adversely affect the market price of our common stock. Sales by existing stockholders of a large number of shares of our common stock in the public market or the perception that additional sales could occur could cause the market price of our common stock to drop.

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When Ecoark effects the planned stock dividend of 33,336,997 Agora shares, the impact may depress our common stock price.

Approximately 90 days following the date of this prospectus, Ecoark is expected to effect the stock dividend of 80% of its Agora common stock as a dividend to its stockholders, or 33,336,997 shares. See “Certain Relationships and Related Party Transactions.” The underwriter has required Ecoark to enter into a lock-up agreement under which for 90 days (or such lesser period as the underwriter may agree to) following the date of this prospectus it will not effect the stock dividend of our common stock. Once it does, a large number of shares will be available for sale and our stockholders may rapidly sell them resulting in a significant decline in the market price of our common stock and dilution to our stockholders.

If Ecoark does not effect the planned stock dividend of its Agora common stock, it could adversely affect Agora stockholders including investors in this offering.

While the stock dividend of 80% of Ecoark’s holdings of Agora common stock is expected to occur, we do not have a definitive agreement with Ecoark requiring Ecoark to effect the spin-off, and there is a possibility that the spin-off will not occur as anticipated or at all. If the spin-off does not occur as contemplated for any reason, Agora may continue to be a controlled company under Nasdaq rules, meaning the exemptions from certain corporate governance requirements thereunder would continue to be available to Agora. If we decide to rely upon those exemptions, investors will not be afforded the protections which result from those requirements, unlike investors of other Nasdaq issuers which are required to comply with those rules. We do not know what will occur after the stock dividend, except that we intend to comply with all Nasdaq Rules applicable to us.

If our common stock is deemed a “penny stock,” it will be more difficult for our investors to sell their shares.

Our common stock and warrants may become subject to the “penny stock” rules adopted under Section 15(g) of the Exchange Act unless listed on Nasdaq. The penny stock rules generally apply to companies whose common stock trades at less than $5.00 per share, subject to specific exceptions. Such exceptions include among others any equity security listed on a national securities exchange including Nasdaq and any equity security issued by an issuer that has (i) net tangible assets of at least $2,000,000, if such issuer has been in continuous operation for three years, net tangible assets of at least $5,000,000, if such issuer has been in continuous operation for less than three years, or (iii) average annual revenue of at least $6,000,000 for the last three years. The “penny stock” designation requires any broker-dealer selling these securities to disclose certain information concerning the transaction, obtain a written agreement from the purchaser and determine that the purchaser is reasonably suitable to purchase the securities. These rules limit the ability of broker-dealers to solicit purchases of our common stock and therefore reduce its liquidity.

Moreover, as a result of apparent regulatory pressure from the SEC and FINRA, a growing number of broker-dealers decline to permit investors, or otherwise make it difficult, to purchase and sell “penny stocks.” The “penny stock” designation may have a depressive effect upon our common stock price. If we remain subject to the penny stock rules for any significant period, it could have an adverse effect on the market, if any, for our securities. If our common stock is subject to the penny stock rules, investors will find it more difficult to dispose of our securities.

While we have applied to list our common stock and warrants on Nasdaq, we cannot assure you that Nasdaq will approve our application.

Common stock eligible for future sale may adversely affect the market.

From time to time, certain of our stockholders may be eligible to sell all or some of their common stock by means of ordinary brokerage transactions in the open market pursuant to Rule 144 promulgated under the Securities Act, subject to certain limitations. In general, Rule 144 provides that any non-affiliate of Agora, who has held restricted common stock for at least 12 months, is entitled to sell their restricted stock freely, provided that Agora stays current in its SEC filings. Affiliates, which would include an officer, director or other person in control of Agora may sell after 12 months with the following restrictions: (i) Agora is current in its SEC filings, (ii) certain manner of sale provisions, (iii) the filing of a Form 144, and (iv) volume limitations limiting the sale of shares within any three-month period to a number of shares that does not exceed 1% of the total number of outstanding shares. A person who has ceased to be an affiliate at least three months immediately preceding the applicable sale and who has owned such shares of common stock for at least six months may sell the shares under Rule 144 without regard to any of the limitations described above except for the current public information requirement.

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None of our existing shares of common stock will be eligible to be publicly sold following the date of this prospectus until _______ 2022 as the result of lock-up agreements the stockholders have entered into with the underwriter. However, Ecoark expects to distribute 33,336,997 shares of common stock to its existing stockholders and holders of its options and warrants following expiration of this lock-up agreement or such earlier date as the underwriter may in its sole discretion permit. In addition, we have issued 3,850,000 restricted shares of our common stock to management, non-employee directors, employees, and advisors as compensation for services and 750,000 to our former Chief Financial Officer; the restricted shares contain both performance based criteria and service based criteria, over two to three years. Until vested, these restricted shares cannot be sold. Future sales of substantial amounts of our common stock in the public market, or the anticipation of these sales, could materially and adversely affect market prices prevailing from time-to-time, and could impair our ability to raise capital through sales of equity or equity-related securities. In addition, the market price of our common stock and warrants could decline as a result of sales of a large number of shares of our common stock in the market or the perception that these sales may occur.

Holders of the warrants will not have rights as stockholders until such holders acquire our common stock upon exercise of their warrants.

Until the warrant holders acquire shares of our common stock upon exercise of the warrants, they will have no rights with respect to the shares of our common stock underlying such warrants. Upon exercise of the warrants, the holders thereof will be entitled to exercise the rights of common stockholders only as to matters for which the record date occurs after the exercise date.

We may not be able to maintain a listing of our common stock and warrants on Nasdaq.

Assuming that our common stock and warrants are listed on Nasdaq, we must meet certain financial and liquidity criteria to maintain such listing. If we violate Nasdaq’s listing requirements, or if we fail to meet any of Nasdaq’s listing standards, our common stock and warrants may be delisted. In addition, our Board may determine that the cost of maintaining our listing on a national securities exchange outweighs the benefits of such listing. A delisting of our common stock and warrants from Nasdaq may materially impair our stockholders’ ability to buy and sell our common stock and warrants and could have an adverse effect on the market price of, and the efficiency of the trading market for, our common stock and warrants. The delisting of our common stock and warrants could significantly impair our ability to raise capital and the value of your investment.

We will incur significant additional costs as a result of being a public company, and our management will be required to devote substantial time to compliance with our public company responsibilities and corporate governance practices.

Upon completion of this offering, we expect to incur increased costs associated with corporate governance requirements that will become applicable to us as a public company, including rules and regulations of the SEC, under the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Customer Protection Act of 2010, and the Exchange Act, as well as the rules of Nasdaq. These rules and regulations are expected to significantly increase our accounting, legal and financial compliance costs and make some activities more time consuming, including due to increased training of our current employees, additional hiring of new employees, and increased assistance from consultants. We also expect these rules and regulations to make it more expensive for us to maintain directors’ and officers’ liability insurance. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our Board or as executive officers. Furthermore, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. We cannot predict or estimate the amount of additional costs we will incur as a public company or the timing of such costs. In addition, our management team will need to devote substantial attention to transitioning to interacting with public company analysts and investors, and complying with the increasingly complex laws pertaining to public companies, which may divert attention away from the day-to-day management of our business, including operational, research and development and sales and marketing activities. Increases in costs incurred or diversion of management’s attention as a result of becoming a publicly traded company may adversely affect our business, prospects, financial condition, results of operations, and cash flows.

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FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. All statements contained in this prospectus other than statements of historical fact, including statements regarding our future operating results and financial position, our business strategy and plans, market growth, and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “potential,” “continue,” “anticipate,” “intend,” “expect,” “could,” “would,” “project,” “plan,” “target,” and similar expressions are intended to identify forward-looking statements.

Forward-looking statements contained in this prospectus include, but are not limited to, statements about:

• our business plan and our ability to effectively manage our growth;

• our expectations and plans with respect to the development of our cryptocurrency mining operations, including our plan to increase the electrical capacity and delivery and upgrades of our mining equipment at our new facilities;

• our plan to participate in ERCOT and expected ability to sell power at profitable margins if there is a shortage;

• our future financial performance, including an expected revenue increase in the fiscal year ending March 31, 2023 following the installation of high speed cryptocurrency mining equipment;

• anticipated trends, growth rates, and challenges in our business, the cryptocurrency industry, and in the markets in which we operate;

• market acceptance of our products and services and cryptocurrencies we intend to mine, including the utility and price of Bitcoin as a medium of exchange;

• our ability to successfully implement our ESG strategy;

• our ability to develop new products and services and grow our business in response to changing technologies, customer demand, and competitive pressures;

• our expectations concerning relationships with third parties;

• our ability to maintain, protect, enhance and effectively employ technology and related intellectual property rights;

• The competition we will face and our ability to compete effectively;

• our plan to acquire a licensed broker-dealer to operate in the financial sector;

• our ability comply with laws and regulations that currently apply or may become applicable to our business, including following the planned acquisition of a broker-dealer;

• economic and industry trends, projected growth, or trend analysis;

• increased expenses associated with being a public company and enhanced compliance costs; and

• other statements regarding our future operations, financial condition, and prospects and business strategies.

We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our operating results, financial condition, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including those described in the section titled “Risk Factors.” Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties, and assumptions, the future events and trends discussed in this prospectus may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

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You should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, performance, or achievements. We undertake no obligation to update any of these forward-looking statements for any reason after the date of this prospectus or to conform these statements to actual results or revised expectations, except as required by law.

You should read this prospectus and the documents that we reference in this prospectus and have filed with the SEC as exhibits to the registration statement of which this prospectus forms a part with the understanding that our actual future results, performance, and events and circumstances may be materially different from what we expect.

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USE OF PROCEEDS

We estimate that the net proceeds to us from the sale of the units in this offering (without giving effect to any proceeds from the exercise of the warrants) will be approximately $_____ million, based upon an assumed initial public offering price of $_____ per unit, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. If the underwriter’s option is exercised in full, we estimate that our net proceeds would be approximately $_____ million, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

Each $1.00 increase or decrease in the assumed initial public offering price of $_____ per unit would increase or decrease, as applicable, the net proceeds that we receive from this offering by approximately $_____ million, assuming that the number of units offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase or decrease of 1.0 million in the number of units offered by us would increase or decrease the net proceeds that we receive from this offering by approximately $_____ million, assuming the assumed initial public offering price remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

As of the date of this prospectus, we cannot specify with certainty all of the particular uses for the net proceeds to us from this offering. However, we currently intend to use at least 80% of the net proceeds we receive from this offering to purchase new miners and for other expenses in connection with developing our initial cryptocurrency mining facilities, and the balance for general corporate purposes, including working capital, operating expenses, and other capital expenditures. Additionally, we may use a small portion of the net proceeds to acquire a broker-dealer. However we do not have a binding agreement to acquire any broker-dealer, nor has management identified a specific target to acquire, but our management considers this an important goal. If we are successful in acquiring a broker-dealer, it will not participate in this offering in any way. None of the proceeds from this offering will be used to cover any expenses for the planned dividend of Agora common stock by Ecoark.

We owe Ecoark $4,947,995 as of April 22, 2022 under a $7.5 million line of credit note at an annual interest rate of 10% per annum which is March 31, 2023. While we intend to repay Ecoark from our operating cash flow, we may be required to use a portion of the proceeds from this offering to repay Ecoark. See “Risk Factors.”

We will have broad discretion over how to use the net proceeds to us from this offering. Pending the use of the net proceeds as described above, we may invest the net proceeds from the offering in investment-grade, interest-bearing instruments.

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DIVIDEND POLICY

We have never declared or paid cash dividends on our capital stock, and we cannot provide any assurance that we will declare or pay cash dividends on our capital stock in the future. We currently anticipate that we will retain all of our future earnings, if any, for use in the operation and expansion of our business, and we do not anticipate paying cash dividends in the foreseeable future. Payment of future cash dividends, if any, will be at the discretion of the Board after taking into account various factors, including our financial condition, operating results, current and anticipated cash needs, the requirements of current or then-existing debt instruments, and other factors the Board deems relevant.

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DETERMINATION OF OFFERING PRICE

The offering price for the units offered by this prospectus and the exercise price of the warrants have been negotiated between the underwriter and us. In determining the offering price of the units and the exercise price of the warrants, the following factors were considered:

• prevailing market conditions;

• our historical performance and capital structure;

• estimates of our business potential and earnings prospects;

• an overall assessment of our management; and

• the consideration of these factors in relation to market valuation of companies in related businesses.

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DILUTION

If you invest in the units in this offering, your interest will be diluted to the extent of the difference between the initial public offering price per share of common stock included in the units and the as adjusted net tangible book value per share immediately after this offering, assuming no value is attributed to the warrants included in the units. Such calculation does not reflect any dilution associated with sale and exercise of warrants.

Our net tangible book value per share represents our total tangible assets less our total liabilities divided by the number of shares of common stock outstanding as of December 31, 2021. The net tangible book value is $3,403,928 for the 46,271,221 shares issued and outstanding as of December 31, 2021 or $0.0735 per share.

After giving effect to the assumed sale by us of 10,000,000 shares of common stock contained in the units being offered in this offering at an assumed initial public offering price of $5.00 per share, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma net tangible book value as of December 31, 2021 would have been $49,903,928, or $0.8868 per share. This amount represents an immediate increase in pro forma net tangible book value of $0.8133 per share to our existing stockholders and an immediate dilution in pro forma net tangible book value of $4.1867 per share to new investors purchasing units in this offering. Unless otherwise indicated, the information set forth below assumes no exercise of the underwriter’s option. We determine dilution by subtracting the as adjusted net tangible book value per share after this offering from the amount of cash that a new investor paid for a unit and assuming no value is attributed to the warrants.

The following table illustrates this dilution on a per share basis, assuming no value is attributed to the warrants included in the units:

Assumed initial public offering price per share				$
Net tangible book value per share as of December 31, 2021	$	0.0735
Increase in pro forma net tangible book value per share attributable to new investors purchasing shares in this offering	$	0.8133	*
Pro forma net tangible book value per share giving effect to this offering	$	0.8868	*
Dilution in pro forma net tangible book value per share to new investors in this offering				$	4.1867

____________

* Includes the additional 10,000,000 shares assumed to be issued in the offering.

The dilution information discussed above is illustrative only and may change based on the actual initial public offering price and other terms of this offering. Each $1.00 increase or decrease in the assumed initial public offering price of $5.00 per share, would increase or decrease, as applicable, our pro forma net tangible book value per share to new investors by $0.1653, and would increase or decrease, as applicable, dilution per share to new investors in this offering by $1.00, in each case assuming that the number of units offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

Similarly, each 1.0 million unit increase or decrease in the number of units offered by us would increase or decrease, as applicable, the pro forma net tangible book value after this offering by $5.00 per share and increase or decrease, as applicable, the dilution per share to new investors participating in this offering by $0.0769 per share, in each case assuming and that the assumed initial public offering price per share of $5.00 remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

If the underwriter exercises its option to purchase additional shares and/or warrants in full, the pro forma net tangible book value per share of our common stock immediately after this offering would be $0.9755 per share, and the dilution in net tangible book value per share to new investors in this offering would be $4.0245 per share.

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The following table summarizes, as of December 31, 2021, the number of shares of our common stock, the total consideration and the average price per share (1) paid to us by existing stockholders and (2) to be paid by new investors acquiring our common stock in this offering at an assumed initial public offering price of $5.00 per share and assuming 10,000,000 shares of common stock are sold in the offering, before deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us, assuming no value is attributed to and without giving effect to any exercise of the warrants included in the units.

	Shares Purchased			Total Consideration				Average Price Per Share
	Number	Percent		Amount		Percent		Average Price Per Share
Existing stockholders	46,271,221	82.2	%	$	27,167,121	35.2	%	$	0.4828
New investors	10,000,000	17.8	%		50,000,000	64.8	%	$	5.00
Totals	56,271,221	100.0	%	$	77,167,121	100.0	%

Each $1.00 increase or decrease in the assumed initial public offering price of $_____ per share, would increase or decrease, as applicable, the total consideration paid by new investors and total consideration paid by all stockholders by $_____, in each case assuming that the number of units offered by us, as set forth on the cover page of this prospectus, remains the same and before deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase or decrease of 1.0 million in the number of units offered by us would increase or decrease the total consideration paid by new investors and total consideration paid by all stockholders by $_____, in each case assuming the assumed initial public offering price remains the same and before deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

Except as otherwise indicated, the above discussion and tables assume no exercise of the underwriter’s option to purchase additional shares and/or warrants. If the underwriter exercises its option from us in full, our existing stockholders would own ___% and our new investors would own ____% of the total number of shares of our common stock outstanding upon the completion of this offering (without giving effect to the exercise of any warrants).

The number of shares of common stock that will be outstanding after this offering is based on 46,271,221 shares of common stock outstanding as of April 22, 2022, and excludes:

• 400,000 shares of common stock available for future grants under Agora’s 2021 Equity Incentive Plan;

• ___ shares of common stock issuable upon exercise of the warrants;

• shares of common stock issuable upon exercise of the warrants to be issued to the Representative in connection with this offering (or shares of common stock issuable upon exercise of the warrants, if the underwriter exercises its option in full to purchase additional shares of common stock and/or accompanying warrants) with an exercise price of $ per share.

Included in the above discussion and tables are 3,850,000 shares of restricted common stock which were issued to certain of our management, non-employee directors, employees, and advisors, and 750,000 shares of common stock which were issued to our former Chief Financial Officer which are now vested as more particularly described on page 52. These shares, which are subject to forfeiture prior to vesting, can be voted by the holder, and the holders are entitled to participate in dividends and distributions with the Company’s other stockholders. The restricted shares may not be transferred prior to vesting, and when vested may only be sold or transferred in compliance with federal and state securities laws.

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CAPITALIZATION

We had 46,271,221 shares of common stock outstanding as of December 31, 2021. The following table sets forth our cash and cash equivalents and capitalization as of December 31, 2021 (i) on an actual basis, and (ii) on a pro forma basis giving effect to (a) the issuance and sale of shares of our common stock and warrants in this offering at an assumed public offering price of $5.00 per unit, for assumed total gross proceeds of $50 million and net proceeds of approximately $46,500,000 (assuming no exercise of the underwriter’s option) and (b) the increase in additional paid in capital and retained earnings for the estimated share-based compensation expense related to the 4,600,000 restricted shares of common stock issued to management, non-employee directors, employees and advisors for the nine months ended December 31, 2021 and year ended March 31, 2021 as if the restricted shares had been issued as of April 1, 2020.

	Actual			Pro Forma(1)
Cash	$	168,630		$	46,668,630
Due to Ecoark	$	4,459,057		$	4,459,057
Stockholders’ equity:		—			—
Preferred stock, $0.001 par value, 5,000,000 shares authorized, no shares issued and outstanding pro forma; no shares issued and outstanding pro forma as adjusted		—			—
Common stock, $0.001 par value, 250,000,000 shares authorized; 46,271,221 shares issued and outstanding at December 31, 2021; 56,271,221 issued and outstanding on a pro forma basis;	$	46,271		$	56,271
Additional paid-in capital(4)	$	9,913,273		$	76,174,093
Retained earnings(3)(4)	$	(3,332,817	)	$	(23,103,637	)
Total stockholders’ equity	$	6,626,727			53,126,727
Total capitalization	$	11,085,784		$	57,585,784

____________

(1) The pro forma table gives effect to the issuance of an assumed 10,000,000 shares of common stock in the public offering, which has an assumed value of $46,500,000, net of costs.

(2) Each $1.00 increase (decrease) in the assumed public offering price of $5.00 per unit would increase (decrease) cash and cash equivalents, working capital, total assets, total liabilities, additional paid-in capital and total stockholders’ (deficit) equity by $9,300,000, assuming that the number of units offered by us, as set forth on the cover page of this prospectus, remains the same, after deducting the estimated underwriting discounts and commissions. Similarly, each increase (decrease) of 1,000,000 units offered by us would increase (decrease) each of cash and cash equivalents, working capital, total assets, additional paid-in capital and total stockholders’ (deficit) equity by $4,650,000 assuming the assumed public offering price of $5.00 per unit remains the same, and after deducting the estimated underwriting discounts and commissions.

(3) There are assumed to be no pro forma adjustments related to this transaction that effect retained earnings other than (4). All other adjustments identified in the “Unaudited Pro Forma Condensed Consolidated Financial Statements” are considered to be management adjustments.

(4) Represents $19,770,820 in share-based compensation related to the 4,600,000 shares of restricted common stock issued to management, non-employee directors, employees and advisors. The share-based compensation represents $8,937,500 of service-based grants and $10,833,320 in performance-based grants. Included in our historical column is share-based compensation for service-based grants related to these restricted shares for the period October 1, 2021 through December 31, 2021. Subsequent to December 31, 2021, 750,000 of the restricted shares vested. For information concerning the financial impact of from this vesting and the underlying facts, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Certain Relationships and Related Party Transactions.”

The foregoing pro forma information as adjusted is illustrative only, and our capitalization following the completion of this offering will be adjusted based on the actual public offering price and other terms of this offering determined at pricing. You should read this table together with our financial statements and the related notes appearing elsewhere in this prospectus and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of this prospectus.

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The above discussion and table is based on 46,271,221 shares of common stock outstanding on April 22, 2022, and excludes:

• __________ shares issuable upon the exercise of the underwriter’s option;

• 400,000 shares of common stock available for future grants under Agora’s 2021 Equity Incentive Plan;

• _____ shares of common stock issuable upon exercise of the warrants;

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Our unaudited pro forma condensed consolidated financial statements consist of an unaudited Pro Forma Condensed Consolidated Statement of Operations for the nine months ended December 31, 2021 and the year ended March 31, 2021, and an unaudited Pro Forma Condensed Consolidated Balance Sheet as of December 31, 2021.

The unaudited pro forma condensed consolidated financial statements presented below have been derived from our historical unaudited Consolidated Statement of Operations for the nine months ended December 31, 2021, our historical audited Statement of Operations for the year ended March 31, 2021 and the historical unaudited Condensed Consolidated Balance Sheet at December 31, 2021. The unaudited pro forma Condensed Consolidated Balance Sheet gives effect to the separation and related transactions described below as if they had occurred on December 31, 2021. The pro forma adjustments to the unaudited Pro Forma Condensed Consolidated Statement of Operations for the nine months ended December 31, 2021 and the year ended March 31, 2021 assume that the separation and related transactions occurred as of April 1, 2020. The transaction adjustments identified below have been separately broken out to clearly identify the adjustments and the disclosure includes the basis for the adjustment.

The unaudited pro forma condensed consolidated financial statements have been prepared to include other transaction adjustments to reflect the financial condition and results of operations as if we were a separate stand-alone entity. Management does not believe there are any transaction accounting or autonomous entity adjustments necessary to be included in the unaudited pro forma information presented herein. We have identified two transaction adjustments (a) for the issuance of 10,000,000 shares based on an assumed public offering price of $5.00 per share, net of an 7% commission to be incurred in the transaction, for a total value of $46,500,000, and (b) include the related share-based compensation expenses related to the 4,600,000 restricted shares of common stock issued to management, non-employee directors, employees and advisors which include 750,000 vested shares of common stock issued to our former Chief Financial Officer as if those restricted shares were issued as of April 1, 2020 in retained earnings and additional paid in capital. Additionally, we have provided a presentation of management adjustments that we believe are necessary to enhance an understanding of the pro forma effects of the transaction.

Agora has included in their historical columns certain operating expenses and other income (expense) from Ecoark that have been allocated to them. The allocations contain certain Ecoark corporate, infrastructure and shared services expenses, including centralized research, legal, human resources, payroll, finance and accounting, employee benefits, real estate, insurance, information technology, telecommunications, treasury, and other expenses. Where possible, these charges were allocated based on direct usage, with the remainder allocated on a pro rata basis of headcount, asset, or other allocation methodologies that are considered to be a reasonable reflection of the utilization of services provided or the benefit received by the Company during the periods presented pursuant to SAB Topic 1.B.1. The allocations may not, however, reflect the expense Agora would have incurred as a standalone company for the periods presented. These costs also may not be indicative of the expenses that Agora will incur in the future or would have incurred if Agora had obtained these services from a third party.

Agora prior to July 1, 2021 did not have significant operations. Ecoark recognized many corporate expenditures and payroll costs and allocated those costs to Agora. Commencing July 1, 2021, as Agora was assigned the working interests in the oil wells and the initial operations commenced in Bitstream, these corporate expenditures and payroll related costs were recognized directly on Agora’s books, and there is no longer a cost allocation from Ecoark to Agora.

The unaudited pro forma condensed consolidated financial information is for informational purposes only and does not purport to represent what our financial position and results of operations actually would have been had the separation of Agora not occurred on the dates indicated, or to project our financial performance for any future period. Our historical consolidated financial statements have been derived from our historical accounting records and reflect certain allocation of expenses as noted above.

The unaudited pro forma condensed consolidated financial information reported below should be read in conjunction with the “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the historical consolidated financial statements and the corresponding notes included elsewhere in this prospectus.

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PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED DECEMBER 31, 2021

	Historical			Restricted Common Share and Other Stock Transactions – pre Offering				Pro Forma
REVENUES	$	1,770,116		$	—			$	1,770,116

COST OF REVENUES (exclusive of depreciation shown separately below)		788,456			—				788,456

Professional and consulting fees		3,522,543			4,000,000		(3)		7,522,543
Selling, general and administrative expenses		940,125			—				940,125
Cryptocurrency impairment losses		1,047			—				1,047
Depreciation		20,945			—				20,945
Total costs and expenses		5,273,116			4,000,000				9,273,116

Loss from operations before other income (expenses)		(3,503,000	)		(4,000,000	)			(7,503,000	)

OTHER INCOME (EXPENSE)
Change in fair value of derivative liability on Ecoark		187,474			—				187,474
Total other income (expense)		187,474			—				187,474

LOSS FROM OPERATIONS BEFORE PROVISION FOR INCOME TAXES		(3,315,526	)		(4,000,000	)			(7,315,526	)
Provision for income taxes		—			—		(2)		—

NET LOSS	$	(3,315,526	)	$	(4,000,000	)		$	(7,315,526	)

NET LOSS PER SHARE

Basic and Diluted loss per share:	$	(0.08	)					$	(0.13	)

WEIGHTED AVERAGE SHARES OUTSTANDING		39,853,162							56,271,221

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PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED MARCH 31, 2021

	Historical			Restricted Common Share and Other Stock Transactions – pre Offering				Pro Forma
REVENUES	$	478,342		$	—			$	478,342

COST OF REVENUES		—			—				—

Gross profit		478,342			—				478,342

OPERATING EXPENSES
Salaries and salaries related costs		21,630			—				21,630
Selling, general and administrative expenses		471,463			19,770,820		(3)		20,242,283
Total operating expenses		493,093			19,770,820				20,263,913

Loss from operations before other income (expenses)		(14,751	)		(19,770,820	)			(19,785,571	)

OTHER INCOME (EXPENSE)
Total other income (expense)		—			—				—

LOSS FROM OPERATIONS BEFORE PROVISION FOR INCOME TAXES		(14,751	)		(19,770,820	)			(19,785,571	)
Provision for income taxes		—			—		(2)		—

NET LOSS	$	(14,751	)	$	(19,770,820	)		$	(19,785,571	)

NET LOSS PER SHARE

Basic and Diluted loss per share:	$	(14.751	)					$	(0.352	)

WEIGHTED AVERAGE SHARES OUTSTANDING		1,000							56,271,221

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PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2021

	Historical			Restricted Common Shares Issued(3) and Assumed Public Offering(1)				Pro Forma
ASSETS
CURRENT ASSETS
Cash	$	168,630		$	46,500,000		(1)	$	46,668,630
Accounts receivable		225,055			—				225,055
Intangible assets – cryptocurrencies		15,918			—				15,918
Prepaid expenses and other current assets		873,895			—				873,895
Total current assets		1,283,498			46,500,000				47,783,498

NON-CURRENT ASSETS

Fixed assets		7,044,694			—				7,044,694
Power development costs		2,000,000			—				2,000,000
Right of use asset – operating leases		490,698			—				490,698
Goodwill		3,222,799			—				3,222,799
Total non-current assets		12,758,191			—				12,758,191
TOTAL ASSETS	$	14,041,689		$	46,500,000			$	60,541,689

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES
Accounts payable and accrued expenses	$	2,464,291		$	—			$	2,464,291
Current portion of lease liability – operating leases		115,334							115,334
Line of credit – Ecoark Holdings, Inc.		4,459,057			—				4,459,057
Total current liabilities		7,038,682			—				7,038,682

Lease liabilities, net of current portion – operating leases		376,280			—				376,280
Total liabilities		7,414,962			—				7,414,962

STOCKHOLDERS’ EQUITY (DEFICIT)

Preferred stock, $0.001 par value		—			—				—
Common stock, $0.001 par value		46,271			10,000		(1)		56,271

Additional paid-in capital		9,913,273			46,490,000		(1)		76,174,093
					19,770,820		(3)
Retained earnings		(3,332,817	)		(19,770,820	)	(3)		(23,103,637	)
Total stockholders’ equity (deficit)		6,626,727			46,500,000				53,126,727
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	14,041,689		$	46,500,000			$	60,541,689

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NOTES TO UNAUDITED PRO FORMA
CONSOLIDATED FINANCIAL STATEMENTS

Transaction Accounting Adjustments:

All adjustments related to the stock dividend by Ecoark of Agora common stock have been included in the Historical columns including allocation of expenses in accordance with SAB Topic 1.B.1.

Autonomous Entity Adjustments:

There were no autonomous entity adjustments identified by Management.

Other Transaction Adjustments:

(1) To record an estimated $50,000,000 raised for the issuance of 10,000,000 shares in this offering. No effect is given to the exercise of the warrants or the representative’s warrants. We expect to incur an estimated $3,500,000 in underwriting discounts and commissions in this offering. This does not include any professional fees or other offering costs which will be netted against the proceeds. The amount assumes no exercise of the underwriter’s option.

(2) As we have losses for the periods reflected and we do not anticipate significant book to tax differences, we have not estimated a tax provision or benefit for Agora due to its lack of materiality.

(3) We have made an adjustment that reflects the issuance of the 3,850,000 shares of restricted common stock granted to management, non-employee directors, employees and advisors that vest over a three-year term and 750,000 shares of common stock issued to our former Chief Financial Officer which vested on April 12, 2022. The restricted shares were valued at $5.00 per share, the assumed public offering price. The value of the restricted common shares is based on the assumed public offering price of $5.00 per share ($23,000,000) that are to be expensed as stock-based compensation in accordance with the terms of the issuances. The restricted stock grants have both service and performance criteria for vesting. The total expense estimated for the service component is $12,166,680 and for the performance criteria is $10,833,320. The service-based grants vest over a three-year period. We have added an estimate of $4,000,000 for the nine months ended December 31, 2021 and $8,937,500 for the year ended March 31, 2021 in stock-based compensation related to the service-based grants, and included $10,833,320 in the year ended March 31, 2021 period for the performance-based grants. The estimated stock-based compensation includes the expense attributable to the acceleration of the vesting of our former Chief Financial Officer’s grant. Upon his resignation from the Company, the Board of Directors on April 12, 2022 approved the acceleration of his restricted stock grant. Included in the historical column for the nine months ended December 31, 2021 is the expense for the three months ended December 31, 2021 related to the service-based grants, therefore we are only recognizing the anticipated expense for the six month period April 1, 2021 through September 30, 2021, and included the amounts in retained earnings as if the issuance occurred as of April 1, 2020. The estimate used by management is to expense these grants over the three-year period. Management anticipates the performance measures to be met upon the definitive power agreements being finalized and the deployment of at least 20 MW and 40 MW in the State of Texas, and Management deems this to be probable upon the completion of this offering, and has recognized the performance-based grants in the year ended March 31, 2021. Should the offering not be completed it is unlikely that either the 20 MW or 40 MW deployment occur.

Summary for the Year Ended March 31, 2021:


Performance-based stock-based compensation	$	10,833,320
Service-based stock-based compensation		8,937,500
Total	$	19,770,820

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Management Adjustments:

Management adjustments are optional to include. Management determined the following items to be significant to enhance the understanding of the impact of the cryptocurrency mining business will have on our consolidated financial statements.

(1) To record additional professional fees of $250,000 for the nine months ended December 31, 2021 and $500,000 for the year ended March 31, 2021. There is no additional costs necessary to be recorded for the three month period October 1, 2021 through December 31, 2021 as the amounts are already included in the historical column. These expenses would be necessary as we would need to hire additional consultants to run our cryptocurrency mining business as well as support for achieving our ESG strategy. In addition to the staff increases, management anticipates bringing in outside consultants at approximately $250 per hour to assist in running the cryptocurrency mining business and achieving their ESG strategy. It is anticipated an additional 2,000 hours a year will be necessary immediately. These costs are not contingent on the proceeds to be received from this underwritten offering. This adjustment is reflected in the reconciliation below.

(2) To record additional salaries which are included in selling, general and administrative expenses of $150,000 for the nine months ended December 31, 2021 and $300,000 for the year ended March 31, 2021. There is no additional costs necessary to be recorded for the three month period October 1, 2021 through December 31, 2021 as the amounts are already included in the historical column. These expenses would be necessary as we would need to hire additional staff to run our cryptocurrency mining business. The basis for these adjustments are the assumption that management would need to bring on approximately three additional staff to run this business initially, at an average of $100,000 per employee. These hires would be completed immediately. These costs are not contingent on the proceeds to be received from this offering. This adjustment is reflected in the reconciliation below.

(3) To record interest expense on the revolving line of credit that we entered into with Ecoark in November 2021. As of April 22, 2022 we have a balance outstanding of $4,947,995. At an interest rate of 10% per annum, we have added $335,000 in interest expense of the nine months ended December 31, 2021 (which is net of amounts included in the historical column as we began accruing interest in November 2021) and $500,000 for the year ended March 31, 2021. There is $112,000 of additional costs necessary to be recorded for the three month period October 1, 2021 through December 31, 2021 as the interest on the Ecoark line of credit commenced in November 2021. All interest from November 2021 through December 31, 2021 is included in the historical column. Prior to the establishment of the Ecoark line of credit in November 2021, Agora recognized no interest expense on the intercompany advances with Ecoark. Ecoark has committed to continue to fund Agora through the completion of this offering, however we do not anticipate a significant increase in the liability through the completion of the offering. The funds provided by Ecoark were used in purchasing the necessary equipment for the cryptocurrency mining operations. This adjustment is reflected in the reconciliation below.

(4) To record depreciation expense on our fixed assts. We anticipate having the majority of our equipment purchased to have an estimated useful life of between five and ten years. There is $20,945 of depreciation expense on this equipment in the historical column as the equipment commenced being placed into service in November 2021. We have added an estimate of depreciation expense of $650,000 for the nine months ended December 31, 2021 and $1,000,000 for the year ended March 31, 2021. There is $150,000 recorded for the three month period October 1, 2021 through December 31, 2021 as depreciation amounts from November 2021 through December 31, 2021 are included in the historical column. We have used a five to ten year estimated useful life for the equipment and based the depreciation off of the first $7 million of equipment purchased. This adjustment is reflected in the reconciliation below.

We believe there are no other material adjustments that need to be made to the unaudited pro forma condensed consolidated financial statements to enhance an understanding of the pro forma effects of the proposed transaction. The adjustments are limited to the effect of such synergies and dis-synergies on the historical financial statements that form the basis for the pro forma statements of operations as if the synergies and dis-synergies existed as of the beginning of the fiscal year presented.

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The pro forma financial information reflects all Management’s Adjustments that are, in the opinion of management, necessary to a fair statement of the pro forma financial information presented.

A reconciliation between pro forma net loss and net loss after management adjustments is as follows. The numbers in the table refer to the notes above.

For the year ended March 31, 2021:

Pro forma net loss	$	(18,848,071	)
Adjustment(1)		(500,000	)
Adjustment(2)		(300,000	)
Adjustment(3)		(500,000	)
Adjustment(4)		(1,000,000	)
Net loss – after management adjustments	$	(21,148,071	)

A reconciliation between pro forma net loss and net loss after management adjustments is as follows. The numbers in the table refer to the notes above.

For the nine months ended December 31, 2021:

Pro forma net loss	$	(7,315,526	)
Adjustment(1)		(250,000	)
Adjustment(2)		(150,000	)
Adjustment(3)		(335,000	)
Adjustment(4)		(650,000	)
Net loss – after management adjustments	$	(8,700,526	)

Earnings (Loss) Per Share:

The pro forma weighted average number of shares outstanding of our common stock used to compute basic earnings per share are the total shares issued to date which are 46,271,221 as well as an anticipated 10,000,000 shares to be issued in this offering. Therefore, we have used 56,271,221 shares. Historical weighted average number of shares were 39,853,162 for the nine months ended December 31, 2021 and none for March 31, 2021 as Agora had not been formed as of that time and the operations were those of Trend Discovery. All but 100 shares of Agora common stock were issued between October 1, 2021 and December 7, 2021.

EPS Reconciliations:

For the year ended March 31, 2021:

Historical weighted average shares outstanding (Trend)	1,000
Assignment of Trend to Agora	(1,000	)
Shares issued to Ecoark	41,671,221
Restricted shares issued to management, non-employee directors, employees and advisors	4,600,000
Shares to be issued in this offering	10,000,000
Pro forma weighted average shares outstanding	56,271,221

For the nine months ended December 31, 2021:

Historical weighted average shares outstanding		39,853,162
Adjustment to account for shares issued to Ecoark and restricted stock grants as if issued April 1, 2021		6,418,059
Shares to be issued in this offering		10,000,000
Pro forma weighted average shares outstanding		56,271,221

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

Ecoark formed Agora on September 17, 2021 and purchased 100 shares of Agora for $10 on September 22, 2021 when, Ecoark assigned its membership interest in Trend Discovery to Agora. On October 1, 2021, Ecoark purchased 41,671,121 shares of Agora common stock for a value of $4,167,111 in cash that Agora used to purchase equipment to commence the Bitstream operations.

Cryptocurrency Mining

Agora was organized by Ecoark to enter the cryptocurrency mining business. Because of regulatory uncertainty over cryptocurrencies being deemed to be securities, Agora’s initial focus is on mining Bitcoin which has not been deemed to be a security. Because of regulatory concerns and the changing regulatory environment, Agora intends to seek opportunities to engage with cryptocurrencies that involve the offer or sale of securities.

Bitstream was organized to be our principal cryptocurrency subsidiary. Bitstream has entered into a series of agreements and arrangements including arranging for a reliable and economical electric power source needed to efficiently mine Bitcoin, order miners, housing infrastructure and other infrastructure to mine Bitcoin and locate a third-party hosting service to operate the miners and the service’s more advanced miners. It has also entered into a long-term land lease in West Texas effective December 10, 2021. On January 3, 2022, the Company finalized a land purchase agreement for a separate parcel of 20 acres of land in West Texas. The Company has an option to sell back this land to the sellers upon cessation of the land being used as a data center. See “Business” beginning on page 69 for more information.

Agora has spent approximately $7.2 million and has commitments to spend at least another approximately $6.0 million.

Agora began beta testing its initial miners in mid-November 2021 and in the quarter ending June 30, 2022, we anticipate the Bitmain S19 Pro miners supplied by the hosting service provider will be operational.

Bitstream anticipates that it will deploy and operate modularized data centers (facilities) with the sole purpose of mining cryptocurrencies, with Bitcoin initially as the focus. Agora anticipates powering these data centers by acquiring a long-term power contract to purchase electric power from the electric grid in Texas. Once the business is fully operational, Bitstream intends to continuously add data center facilities by reinvesting their revenues. All data centers will be remotely managed with onsite personnel for servicing and troubleshooting any operational issues. Bitstream plans to utilize the energy to power its energy intensive operations of cryptocurrency mining. Additionally, if Texas experiences another power shortage during the winter or summer months from extreme weather conditions, Bitstream would be able to arbitrage power at favorable margins. Bitstream will do this by temporarily shutting down their cryptocurrency mining operations and selling their purchased power back to the grid at favorable margins. In the winter of 2021, during the Texas blackout, the price per kWh exceeded $10 at its peak imbalance, whereas Bitstream’s power cost is expected to be $0.023 per kWh.

Bitstream has:

• entered into a letter of intent with a power broker to assist Bitstream in obtaining a source of electric power in West Texas, including the initial 12 megawatts (“MW”) of power and an increase to 48 MW expected in the next six to twelve months, and has also entered into a second letter of intent for an additional 30 MW at a second location; subject in each case to entering into a definitive power purchase agreement with the retail power provider;

• paid the power management company $2,422,500 which includes $2,000,000 in power development fees and is negotiating definitive agreements for the power; and

• purchased and received delivery of 5,000 used Canaan AvalonMiners 841 13 tera hash per second (“TH/s”) miners for $1,350,000 plus shipping costs, which all have been delivered.

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For more information about these and other agreements and arrangements and the development and progress of our cryptocurrency mining operations, see “Our Mining Equipment and Related Agreements” beginning on page 73. Once the business is fully operational, Bitstream intends to continuously add data center platforms by reinvesting cash and potentially utilizing leverage to scale operations. All data centers will be remotely managed with onsite personnel for servicing and troubleshooting any operational issues.

Other Businesses

In order to advance Agora’s environmental, social and governance (“ESG”) strategy and seek a way to reduce the power costs of our planned mining activities, two Ecoark subsidiaries made an intercompany assignment of an 80% working interest in certain oil and gas mineral leases to Agora’s subsidiary, Trend Exploration will not record the reserves as assets, but rather will recognize the revenue and costs associated with these wells in their statement of operations. All of the working interests assigned to Trend Exploration are considered proved reserves. Trend Exploration has been investigating the use of flared or stranded natural gas to fuel a turbine to generate the energy required to mine cryptocurrency.

Barrier Crest, provides fund administration and related services for small hedge funds. Trend Discovery owns an entity which is the general partner and manager, respectively, but not the investment manager, of two investment funds. These investment funds own shares of Ecoark and one also owns warrants of Ecoark.

Trend Discovery Exploration LLC (“Exploration”) was assigned an 80% working interests in 14 wells from Ecoark’s wholly owned subsidiaries, White River SPV 2, LLC and White River E&P LLC on July 1, 2021. Exploration will not record the reserves as assets, but rather will recognize the revenue and costs associated with these wells in their statement of operations. All of the working interests assigned to Exploration are considered proved reserves.

Critical Accounting Policies, Estimates and Assumptions

In reading and understanding Agora’s discussion of results of operations, liquidity and capital resources, one should be aware of key policies, judgments and assumptions that are important to the portrayal of financial conditions and results.

The preparation of consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Agora bases its estimates on historical experience and other market-specific or other relevant assumptions that it believes to be reasonable under the circumstances. This process may result in actual results differing materially from those estimated amounts used in the preparation of the consolidated financial statements if these results differ from historical experience, or other assumptions do not turn out to be substantially accurate, even if such assumptions are reasonable when made. Agora evaluates its estimates and assumptions on an ongoing basis. Actual results could differ from those estimates under different assumptions or conditions.

Our critical accounting policies include:

Cryptocurrencies

Cryptocurrencies are included in current assets in the consolidated balance sheets as intangible assets with indefinite useful lives. Cryptocurrencies are recorded at cost less impairment.

The Company accounts for its cryptocurrencies as indefinite-lived intangible assets in accordance with Accounting Standards Codification (“ASC”) 350, Intangibles — Goodwill and Other. An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value, which is measured using the quoted price of the cryptocurrency at the time its fair value is being measured. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. The Company has elected to bypass the optional qualitative impairment assessment and to track its cryptocurrency activity daily for impairment assessment purposes. The Company determines the fair value of its cryptocurrencies on a nonrecurring basis in accordance with ASC 820, Fair Value Measurement, based on quoted prices on the active trading platform that the Company has determined is its principal market for Bitcoin (Level 1 inputs). The Company performs an analysis each day to identify

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whether events or changes in circumstances, principally decreases in the quoted prices on the active trading platforms, indicate that it is more likely than not that its cryptocurrencies are impaired. For impairment testing purposes, daily fair value of the cryptocurrencies is based on the next day’s beginning market price of the cryptocurrency (UTC 00:00), at the single Bitcoin level (one bitcoin). The excess, if any, of the current carrying amount of the cryptocurrency assets over the daily fair value represents an impairment loss. The total of all daily impairment losses for the given quarter are summed and recorded at the end of the quarter. Impairment losses are recognized as “Cryptocurrency impairment losses” in the Company’s Consolidated Statements of Operations.

To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted. As of December 31, 2021, the Company had an outstanding carrying balance of cryptocurrencies of $15,918, net of impairment losses of $1,047 for the nine months ended December 31, 2021. As of December 31, 2021, the Company held approximately 0.334 Bitcoin.

Cryptocurrencies awarded to the Company through its mining activities are included as an adjustment to reconcile net loss to cash provided by (or used in) operating activities on the accompanying Consolidated Statements of Cash Flows. The sales (if any) of cryptocurrencies are included within investing activities in the accompanying Consolidated Statements of Cash Flows and realized gains or losses (if any) from such sales are included in operating income in the Company’s Consolidated Statement of Operations. The Company accounts for sales of cryptocurrencies in accordance with the first in first out (FIFO) method of accounting.

Any impairment losses related to cryptocurrencies are included in the Cryptocurrency Mining segment.

Impairment of Long-lived Assets

Management reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the undiscounted future cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets.

Segment Information

The Company follows the provisions of ASC 280-10 Segment Reporting. This standard requires that companies disclose operating segments based on the manner in which management disaggregates Agora in making internal operating decisions.

Joint Interest Activities

Certain of our exploration, development and production activities are conducted jointly with other entities and, accordingly, the consolidated financial statements reflect only our proportionate interest in such activities.

Cost Allocations

The consolidated financial statements and footnotes of the Company have been prepared in connection with the expected separation and have been derived from the consolidated financial statements and accounting records of Ecoark operated on a standalone basis during the periods presented and were prepared in accordance with accounting principles generally accepted in the United States of America.

The Company prior to July 1, 2021 did not have significant operations. Ecoark recognized many corporate expenditures and payroll costs and allocated those costs to the Company as noted below. Commencing July 1, 2021, as the Company became larger, these corporate expenditures and payroll related costs were recognized directly on the Company’s books, and there is no longer a cost allocation from Ecoark to the Company.

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The allocations may not, however, reflect the expense the Company would have incurred as a standalone company for the periods presented. These costs also may not be indicative of the expenses that the Company will incur in the future or would have incurred if the Company had obtained these services from a third party.

Management believes the assumptions underlying our financial statements, including the assumptions regarding the allocation of general corporate expenses from Ecoark are reasonable. Nevertheless, our financial statements may not include all of the actual expenses and income that would have been incurred had we operated as a standalone company during the periods presented and may not reflect our results of operations, financial position and cash flows had we operated as a standalone company during the periods presented.

Actual costs that would have been incurred if we had operated as a standalone company would depend on multiple factors, including organizational structure and strategic decisions made in various areas, including information technology and infrastructure.

Commencing July 1, 2021, Agora has reflected all of their expenses including costs that Ecoark formerly recorded and allocated to Agora. As a result, there is no allocation for the three months ended September 30, 2021 reflected in the consolidated financial statements.

We also may incur additional costs associated with being a standalone, publicly listed company that were not included in the expense allocations and, therefore, would result in additional costs that are not included in our historical results of operations, financial position and cash flows.

Revenue Recognition

The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers. The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:

• Step 1: Identify the contract with the customer

• Step 2: Identify the performance obligations in the contract

• Step 3: Determine the transaction price

• Step 4: Allocate the transaction price to the performance obligations in the contract

• Step 5: Recognize revenue when the Company satisfies a performance obligation

In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” good or service (or bundle of goods or services) if both of the following criteria are met: The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct), and the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract).

If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct.

The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. When determining the transaction price, an entity must consider the effects of all of the following:

• Variable consideration

• Constraining estimates of variable consideration

• The existence of a significant financing component in the contract

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• Noncash consideration

• Consideration payable to a customer

Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved.

The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The standalone selling price is the price at which the Company would sell a promised service separately to a customer. The relative selling price for each performance obligation is estimated using observable objective evidence if it is available. If observable objective evidence is not available, the Company uses its best estimate of the selling price for the promised service. In instances where the Company does not sell a service separately, establishing standalone selling price requires significant judgment. The Company estimates the standalone selling price by considering available information, prioritizing observable inputs such as historical sales, internally approved pricing guidelines and objectives, and the underlying cost of delivering the performance obligation. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate.

Management judgment is required when determining the following: when variable consideration is no longer probable of significant reversal (and hence can be included in revenue); whether certain revenue should be presented gross or net of certain related costs; when a promised service transfers to the customer; and the applicable method of measuring progress for services transferred to the customer over time.

The Company recognizes revenue upon satisfaction of its performance obligation at either a point in time in accordance with ASC 606-10-25-30 for its contracts in its Extraction and Financial Services segments or over time in accordance with ASC 606-10-25-27 for its contracts with mining pool operators.

The Company accounts for incremental costs of obtaining a contract with a customer and contract fulfillment costs in accordance with ASC 340-40, Other Assets and Deferred Costs. These costs should be capitalized and amortized as the performance obligation is satisfied, if certain criteria are met. The Company elected the practical expedient, to recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that would otherwise have been recognized is one year or less, and expenses certain costs to obtain contracts when applicable. The Company recognizes an asset from the costs to fulfill a contract only if the costs relate directly to a contract, the costs generate or enhance resources that will be used in satisfying a performance obligation in the future and the costs are expected to be recovered. The Company recognizes the cost of sales of a contract as expense when incurred or when a performance obligation is satisfied. The incremental costs of obtaining a contract are capitalized unless the costs would have been incurred regardless of whether the contract was obtained, are not considered recoverable, or the practical expedient applies.

Cryptocurrency Mining

As consideration for providing computing power, the Company receives cryptocurrency from the mining pool in which it participates. Income from cryptocurrency mining (mining earnings are made up of the baseline block reward and transaction fees, defined as “rewards”) which is measured based on the fair value of the cryptocurrency received.

Providing computing power in cryptocurrency transaction verification services (known as “mining”) is an output of the Company’s ordinary activities. The provision of computing power is the only performance obligation in the Company’s contracts with mining pool operators, its customers. The Company will recognize income from cryptocurrency mining for the provision of computing power upon satisfaction of its performance obligation. As consideration for the provision of computing power, the Company is entitled to payment in Bitcoin, which is a form of noncash consideration. Noncash consideration is measured at fair value at contract inception. Fair value of the cryptocurrency consideration is determined using the quoted price on the Company’s primary trading platform of the cryptocurrency at the beginning of the contract period, which is considered to be the beginning of each twenty-four-hour period (at contract inception). Specifically, fair value at contract inception is based on the market price at the beginning of the contract term, at the single Bitcoin level (one Bitcoin). This amount is recognized in revenue over the contract term as hash rate is provided. Changes in the fair value of the noncash consideration due to form of the consideration (changes in the market price of Bitcoin) are not included in the transaction price and hence are not included in revenue. Changes in fair value of

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the noncash consideration post-contract inception that are due to reasons other than form of consideration (other than changes in the market value of bitcoin) are measured based on the guidance on variable consideration, including the constraint on estimates of variable consideration. Cryptocurrencies are recorded on the consolidated balance sheet, as intangible asset — cryptocurrencies.

The Company has entered into a cryptocurrency mining pool with the mining pool operator F2Pool, to provide computing power to the mining pool. The arrangement is terminable at any time by either party and the Company’s enforceable right to cryptocurrency compensation only begins when the Company provides computing power to the mining pool operator.

The Company’s performance obligation extends over the contract term given the Company’s continuous provision of hash rate. This period of time corresponds with the period of service for which the mining pool operator determines compensation due the Company. Given cancelation terms of the contracts, all contracts effectively provide the Company with the option to renew for successive contract terms of twenty-four hours. The options to renew are not material rights because they are offered at the standalone selling price of computing power. In exchange for providing computing power, the Company is entitled to a fractional share of the fixed cryptocurrency reward the mining pool operator receives (referred to as a “block reward”), and potentially network transaction fees, less digital asset transaction fees to the mining pool operator which will be recorded as a deduction from revenue because they represent consideration payable to the customer. The Company’s fractional share is based on the proportion of computing power the Company contributed to the mining pool operator to the total computing power contributed by all mining pool participants in solving the current algorithm, over the contract term. The Company is entitled to compensation for providing computing power to a mining pool even if a block is not successfully placed. The block reward provides an incentive for Bitcoin miners to process transactions made with the cryptocurrency. Creating an immutable record of these transactions is vital for the cryptocurrency to work as intended. The blockchain is like a decentralized bank ledger, one that cannot be altered after being created. The miners are needed to verify the transactions and keep this ledger up to date. Block rewards, and to a lesser extent, network transaction fees, are their payment for doing so.

The terms of the agreement with the mining pool operator provide that neither party can dispute settlement terms after thirty-five days following settlement.

For the mining pool in which the Company participates, the Company’s mining pool operator calculates block rewards using the Pay-Per-Shares-Plus (PPS+) payment method and charges 2.5% of the block rewards as a fee for operating the pool (the “digital asset transaction fee”). When the Company’s number of Bitcoin reaches the minimum threshold of 0.005 Bitcoin, the Company receives a payout and the pool transfers the cryptocurrency consideration to the Company’s designated wallet within 8 hours, between 00:00 and 08:00 UTC.

The PPS+ payment method pays miners for the number of shares they contribute to the pool (effectively, the amount of computing power provided to the pool) plus network transaction fees. Shares can be described as discrete amounts of valid work each miner or mining farm contributes to the pool. The value of each share contributed is determined by the Bitcoin’s current network difficulty and the number of total shares contributed from miners and mining farms. Cryptocurrency rewards are received regardless if a pool successfully found a block because the mining pool operator understands that, probabilistically, blocks will be successfully found in a statistically predictable manner by the pool depending on the total amount of hashing power (shares) contributed by the miners and mining farms and therefore, pays out as if a block was found. This is a strategy that provides regular payments to miners and allows consistent payouts.

Network transaction fees, however, are paid out based on blocks actually found and solved and therefore the network transaction fee revenue is not consistently paid out. We expect that network transaction fees will be a very small contributor to total miner cryptocurrency rewards and offset only an insignificant portion of the mining pool’s 2.5% digital asset transaction fee.

The Company’s cost of cryptocurrency revenue consists primarily of direct costs of earning the cryptocurrencies related to mining operations, namely electric power costs, other utilities, labor, insurance whether incurred directly from self-mining operations or reimbursed, including any revenue sharing arrangements under hosting agreements, but excluding depreciation and amortization, which are separately stated in the Company’s Consolidated Statement of Operations.

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Extraction

The Company recognizes revenue for their proportionate share of revenue when: (i) the Company receives notification of the successful sale of a load of crude oil to a buyer; (ii) the buyer will provide a price based on the average monthly price of crude oil in the most recent month; and (iii) cash is received the following month from the crude oil buyer.

For Trend Exploration, certain of our exploration, development and production activities are conducted jointly with other entities and, accordingly, the consolidated financial statements reflect only our proportionate interest in such activities.

Financial Services

For Trend Discovery Capital Management and Barrier Crest, the Company recognizes revenue when: (i) evidence of an arrangement exists; (ii) fees are fixed or determinable, (iii) services have been delivered, and (iv) collectability is reasonably assured. The Company’s revenue is generated from management fees and investment advisor fees. This is not anticipated to be a material revenue source upon Bitstream achieving full operational status.

Share-Based Compensation

Agora follows ASC 718 Compensation — Stock Compensation and has adopted ASU 2017-09 Compensation — Stock Compensation (Topic 718) Scope of Modification Accounting. Agora calculates compensation expense for all awards granted, but not yet vested, based on the grant-date fair values. Agora recognizes these compensation costs, on a pro rata basis over the requisite service period of each vesting tranche of each award for service-based grants, and as the criteria is achieved for performance-based grants.

In June 2018, the FASB issued ASU No. 2018-07 “Compensation — Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.” These amendments expand the scope of Topic 718, Compensation — Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. The ASU supersedes Subtopic 505-50, Equity — Equity-Based Payments to Non-Employees.

Fair Value Measurements

The accounting guidance defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or non-recurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the accounting guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Level 1:		Observable inputs such as quoted prices in active markets.
Level 2:		Inputs, other than the quoted prices in active markets that are observable either directly or indirectly.
Level 3:		Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The carrying values of Agora’s financial instruments such as cash, accounts payable, and accrued expenses approximate their respective fair values because of the short-term nature of those financial instruments.

Cryptocurrencies will consist of cryptocurrency assets and will be presented in current assets. Fair value will be determined by taking the price of the coins from the trading platforms which Agora will most frequently use.

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RESULTS OF OPERATIONS

Results of Operations for the Year Ended March 31, 2021 and period May 31, 2019 (inception) through March 31, 2020

The following table sets forth the summary operations for the year ended March 31, 2021 and period ended May 31, 2019 (inception) through March 31, 2020:

	For the Periods Ended
	March 31, 2021			March 31, 2020
Revenues	$	478,342		$	175,263
Operating Expenses	$	493,093		$	728,849
Other (Income) Expense	$	—		$	—
Net Loss	$	(14,751	)	$	(553,586	)

Revenues

Revenues for the year ended March 31, 2021 were $478,842 as compared to $175,263 for the period ended March 31, 2020, an increase of $303,079. The increase was primarily due to the increases in fund administration services as well as professional advisory services in Barrier Crest. With the installation of the high speed cryptocurrency mining equipment, we expect our revenues to increase materially in the fiscal year ending March 31, 2023.

Operating Expenses

The Company prior to July 1, 2021 did not have significant operations. Ecoark recognized many corporate expenditures and payroll costs and allocated those costs to the Company as noted below. Commencing July 1, 2021, as Agora was assigned the working interests in the oil wells and the initial operations commenced in Bitstream, these corporate expenditures and payroll related costs were recognized directly on the Company’s books, and there is no longer a cost allocation from Ecoark to the Company.

The consolidated financial statements reflect allocations of certain Ecoark corporate, infrastructure and shared services expenses, including centralized research, legal, human resources, payroll, finance and accounting, employee benefits, real estate, insurance, information technology, telecommunications, treasury, and other expenses. Where possible, these charges were allocated based on direct usage, with the remainder allocated on a pro rata basis of headcount, asset, or other allocation methodologies that are considered to be a reasonable reflection of the utilization of services provided or the benefit received by the Company during the periods presented pursuant to SAB Topic 1.B.1. The allocations may not, however, reflect the expense the Company would have incurred as a standalone company for the periods presented. These costs also may not be indicative of the expenses that the Company will incur in the future or would have incurred if the Company had obtained these services from a third party.

Total operating expenses for the year ended March 31, 2021 were $493,093 as compared to $728,849 for the period ended March 31, 2020, a decrease of $235,756 or 32%.

Professional fees and consulting expenses for the year ended March 31, 2021 were $21,630 as compared to $120,928 for the period May 31, 2019 (inception) through March 31, 2020, a decrease of $99,298, or 83%. The reduction in professional fees and consulting expenses was a result of (a) an increase in new hires done at Barrier Crest in 2021 due to the influx of additional clients of $85,000; (b) a decrease of $2,298 in general consulting expenses in 2021 compared to 2020; and (c) a decrease in professional fees of $182,000 from the cost allocation from Ecoark related to much less outsourced professional fees as the 2020 period had added costs due to the acquisition of Trend Discovery by Ecoark as well as a reduction in investor relations and public relations services. The reduction in these professional fees were due to a cut down of these items as Ecoark made further investments in their other segments, so these costs decreased for Trend and less allocation was given to Trend.

Other selling, general and administrative expenses for the year ended March 31, 2021 were $471,463 as compared to $607,921 for the period May 31, 2019 (inception) through March 31, 2020, a decrease of $136,358, or 22%. The reduction in other selling, general and administrative expenses was a result of (a) a decrease in legal ($77,500) due to the acquisition of Trend by Ecoark in 2020; (b) a decrease related to the software subscriptions ($12,000) due to the cancellation of some of the subscriptions in 2021; and (c) the reduction of travel ($27,500), increase in general office expenses ($3,642), and reduction in rent and occupancy expenses ($23,000) due to travel restrictions.

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We anticipate that depreciation expense will be approximately $1,000,000 per year based on a five to ten year estimated useful life of an approximate $7,000,000 worth of cryptocurrency mining equipment that will be capitalized. We anticipate that stock-based compensation expense will be approximately $8,625,000 per year related to the 4,600,000 restricted common shares issued between October 1, 2021 and December 7, 2021.

In the three months ending June 30, 2022, we expect to report an expense of approximately $3,125,000 arising from the accelerated vesting of 750,000 restricted shares issued to our former Chief Financial Officer on April 12, 2022.

We expect our operating expenses to run the cryptocurrency mining business to greatly increase in the year ending March 31, 2023.

Other (Income) Loss

There were no amounts recorded in the historical periods for other (income) loss, however we anticipate that interest expense will be approximately $500,000 per year based on an estimated balance of $5,000,000 in the line of credit with Ecoark.

Net Loss

Net loss from operations for the year ended March 31, 2021 was ($14,751) as compared to a net loss of ($553,586) for the period ended March 31, 2020. The $538,835 decrease in the net loss was primarily due to the increase in revenue as well as reduction in operating expenses as noted above.

Results of Operations for the Nine Months Ended December 31, 2021 and 2020

The following table sets forth the summary operations for the nine months ended December 31, 2021 and 2020:

	For the Nine Months Ended
	December 31, 2021			December 31, 2020
Revenues	$	1,770,116		$	359,214
Cost of Revenues (exclusive of depreciation which is included in operating expenses)	$	788,456		$	—
Operating Expenses	$	4,484,660		$	316,167
Other (Income) Expense	$	(187,474	)	$	(26,000	)
Net Income (Loss)	$	(3,315,526	)	$	69,047

Revenues

Revenues for the nine months ended December 31, 2021 were $1,770,116 as compared to $359,214 for the nine months ended December 31, 2020, an increase of $1,410,902. An increase of $1,228,750 was related to the revenue generated from the wells in which Trend Exploration was assigned an 80% working interest on July 1, 2021, with other increases in the fund administration services, and professional services in Barrier Crest representing an increase of $163,629 related to an increase in the number of customers in Barrier Crest in 2021 as compared to 2020, and a $1,068 increase in other revenues. The Company had an increase of $17,455 related to the cryptocurrency mining operations in the nine months ended December 31, 2021. This activity did not start until November 2021. With the installation of the high speed cryptocurrency mining equipment, we expect our revenues to increase materially in the fiscal year ending March 31, 2023.

Cost of Revenues

Cost of revenues for the nine months ended December 31, 2021 were $788,456 as compared to none for the nine months ended December 31, 2020. The cost of revenues related to the 80% allocation of joint costs on the wells that Trend Exploration that was assigned on July 1, 2021 is $695,633 and the remaining $92,823 of cost of revenues relates to the cryptocurrency mining operations.

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Operating Expenses

The Company prior to July 1, 2021 did not have significant operations. Ecoark recognized many corporate expenditures and payroll costs and allocated those costs to the Company as noted below. Commencing July 1, 2021, as Agora was assigned the working interests in the oil wells and the initial operations commenced in Bitstream, these corporate expenditures and payroll related costs were recognized directly on the Company’s books, and there is no longer a cost allocation from Ecoark to the Company. As a result, there is no allocation for the three months ended September 30, 2021 and three months ended December 31, 2021 reflected in these condensed consolidated financial statements.

Agora Digital Holdings, Inc. S-1/A