UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2024~~2025

ORor

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ~~__________~~_______________ to ~~__________~~_______________

Commission ~~File~~file ~~Number:~~number 001-42388

~~Thumzup™~~DATACENTREX, ~~Media Corporation~~INC.

(~~Exact~~exact name of registrant as specified in its charter)

Nevada		85-3651036
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
State or other jurisdiction of incorporation or organization		(I.R.S. Employer Identification No.)

11845 W. Olympic Blvd, Ste 1100W #13, Los Angeles, CA		90064
470 W 200 N STE 18 Salt Lake City, UT		84103
(Address of principal executive offices)		(Zip Code)

(800) 403-6150

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		DTCX		The Nasdaq Stock Market LLC

~~Common~~Securities ~~Stock,~~registered ~~$0.001~~pursuant ~~per~~to ~~share~~Section 12(g) of the Act: None

~~Securities~~Indicate ~~registered~~by ~~pursuant~~check tomark ~~Section~~if ~~12(g)~~the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act:. Yes ☐ No ☒

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value per share		TZUP		The Nasdaq Stock Market, LLC

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark ifwhether the registrant is(1) ahas ~~well-known~~filed ~~seasoned~~all ~~issuer,~~reports asrequired ~~defined~~to inbe ~~Rule~~filed ~~405~~by Section 13 or 15(d) of the Securities Exchange Act. ☐of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark ifwhether the registrant ishas ~~not~~submitted electronically every Interactive Data File required to ~~file~~be ~~reports~~submitted pursuant to ~~Section~~Rule 405 13of orRegulation ~~Section~~S-T 15(d)§ 232.405 of this chapter) during the ~~Act~~preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ ~~Yes~~No ☐ No

Indicate by check mark whether the registrant ~~(1)~~is ~~has~~a ~~filed~~large ~~all~~accelerated ~~reports~~filer, ~~required~~an toaccelerated befiler, ~~filed~~a bynon-accelerated ~~Section~~filer, 13a orsmaller ~~15(d) of the Securities Exchange~~reporting ~~Act~~company, ~~of 1934 during the preceding 12 months (~~or ~~for~~an ~~such~~emerging ~~shorter~~growth ~~period~~company. ~~that~~See the ~~registrant~~definitions ~~was~~of ~~required~~“large toaccelerated ~~file such reports)~~filer,” ~~and~~“accelerated ~~(2)~~filer”, ~~has~~“smaller ~~been~~reporting ~~subject~~company,” toand ~~such~~“emerging ~~filing~~growth ~~requirements~~company” ~~for~~in ~~the~~Rule ~~past~~12b-2 90of ~~days.~~the ☒Exchange ~~Yes ☐ No~~Act.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒ Yes ☐ No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions 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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the ~~Exchange~~ Act). ☐ Yes ☒☐ No ☒

The aggregate market value of voting and non-voting common equity held by non-affiliates of the Registrant was $1167,~~794~~840,~~114~~817 as of June 30, ~~2024~~2025.

As of ~~March~~April 1013, ~~2025~~2026, there were 936,~~426~~208,~~502~~403 shares of the registrant’s common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

~~Portions of the Company’s Proxy Statement for our 2025 Annual Meeting of Shareholders are incorporated by reference into Part III of this report~~None.

~~THUMZUP~~TABLE ~~MEDIA~~OF ~~CORPORATION~~CONTENTS

FORM 10-K

		Page
CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS		1

PART I		3

ITEM 1.	BUSINESS	3
ITEM 1A.	RISK FACTORS	12
ITEM 1B.	UNRESOLVED STAFF COMMENTS	47
ITEM 1C.	CYBERSECURITY	48
ITEM 2.	PROPERTIES	48
ITEM 3.	LEGAL PROCEEDINGS	48
ITEM 4.	MINE SAFETY DISCLOSURES.	48

PART II		49

ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	49
ITEM 6.	[RESERVED]	50
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	50
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	57
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	57
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	57
ITEM 9A.	CONTROLS AND PROCEDURES	57
ITEM 9B.	OTHER INFORMATION	58
Item 9C.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	58

PART III		59

ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	59
ITEM 11.	EXECUTIVE COMPENSATION	64
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	73
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	74
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	75

PART IV		76

ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES	76
ITEM 16.	FORM 10-K SUMMARY	79

SIGNATURES		80

~~FOR THE FISCAL YEAR ENDED DECEMBER 31, 2024~~i

~~INDEX~~CAUTIONARY NOTE ON Forward-Looking Statements

		Page
PART I
Item 1.	Business	6
Item 1A.	Risk Factors	13
Item 1B.	Unresolved Staff Comments	34
Item 1C.	Cybersecurity	34
Item 2.	Properties	35
Item 3.	Legal Proceedings	35
Item 4.	Mine Safety Disclosure	35
PART II
Item 5.	Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	35
Item 6.	[RESERVED]	36
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	36
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	39
Item 8.	Financial Statements and Supplementary Data	39
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	40
Item 9A.	Controls and Procedures	40
Item 9B.	Other Information	41
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	41
Item 11.	Executive Compensation	41
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	41
Item 13.	Certain Relationships and Related Transactions, and Director Independence	41
Item 14.	Principal Accountant Fees and Services	41
PART IV
Item 15.	Exhibits, Financial Statement Schedules	42
	Index to Financial Statements	42
Item 16.	Form 10-K Summary	43
	Signatures	44

This Annual Report on Form 10-K (the “Annual Report”) includes a number of forward-looking statements that reflect management’s current views with respect to future events and financial performance. Forward-looking statements are projections in respect of future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. Those statements include statements regarding the intent, belief or current expectations of our Company and members of our management team as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. Those risks and uncertainties include, among others:

2● our ability to successfully achieve our strategic initiatives, including our expectation that we will be able to secure additional miners; ● potential adverse reactions or changes to business relationships resulting from the completion of the merger (the “Merger”) with Dogehash Technologies Inc.; ● our inability to successfully operate as a combined business from the Merger; ● possible failure for us to realize certain anticipated benefits of the Merger, including with respect to future financial operating results; ● competition in our markets; ● our anticipated financial and operating results, including anticipated sources of revenues; ● regulatory investigations of, or actions commenced against, us or other companies in our industry; ● our investment strategy, including digital asset market volatility, cybersecurity and custody of assets, potential changes in laws or accounting standards relating to digital assets and regulatory developments affecting digital assets; ● volatility of our stock price; ● the effect of any cybersecurity incident; ● general economic conditions; and ● other factors discussed under the headings “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

~~PART~~These Istatements are only predictions and involve known and unknown risks, uncertainties and other factors. Readers are urged to carefully review and consider the various disclosures made by us in this Annual Report and in our other reports filed with the Securities and Exchange Commission. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in future operating results over time except as required by law. We believe that our assumptions are based upon reasonable data derived from and known about our business and operations. No assurances are made that actual results of operations or the results of our future activities will not differ materially from our assumptions.

~~In this Annual Report on Form 10~~-~~K, “we,” “our,” “us,” “Thumzup™,” and “the Company” refer to Thumzup™ Media Corporation, unless the context requires otherwise.~~1-

Forward-Looking and Cautionary Statements

This Annual Report contains forward-looking statements that involve risks, uncertainties and assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. The statements contained in this Annual Report that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 2IE of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are often identified by the use of words such as, but not limited to, “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “project,” “seek,” “should,” “target, would” and similar expressions or variations intended to identify forward-looking statements. Examples of forward-looking statements include, among others, statements we make regarding:

● future financial position; ● business strategy; ● budgets, projected costs, and plans; ● future industry growth; ● financing sources; ● the impact of litigation, government inquiries and investigations; and ● all other statements regarding our intent, plans, beliefs, or expectations or those of our directors or officers.

These statements are based on the beliefs and assumptions of our management, which are in turn based on information currently available to management. Such forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the section entitled “Risk Factors” included under Part I, Item 1A below. Furthermore, such forward-looking statements speak only as of the date of this report. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.

Incorporation by Reference

The Commission allows us to incorporate by reference the information we file with it. This means that we can disclose information to you by referring you to those documents. The documents that have been incorporated by reference are an important part of this annual report, and you should review that information in order to understand the nature of any investment by you in our common shares.

RISK FACTOR SUMMARY

Our business ~~operations~~is ~~are~~ subject to ~~numerous~~significant risks and uncertainties, ~~including~~that make an investment in us speculative and risky. Below we summarize what we believe are the principal risk factors, but these risks ~~described~~are not the only ones we face, and you should carefully review and consider the full discussion of our risk factors in the section titled “Risk Factors,” ~~included~~together ~~under~~with ~~Part~~the I,other ~~Item~~information 1Ain of this Annual Report on Form 10-K,. ~~that~~If ~~could~~any ~~cause~~of the following risks actually occurs (or if any of those listed elsewhere in this Annual Report on Form 10-K occur), our business, reputation, financial condition or, ~~operating~~ results toof operations, revenue, and future prospects could be seriously harmed,. ~~including~~Additional risks ~~regarding~~and ~~the~~uncertainties ~~following:~~that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business.

Risks ~~Relating~~Related to ~~Our~~our Business

~~The Company~~● isWe have a ~~recently~~short ~~formed~~operating ~~company~~history ~~with~~in anthe ~~unproven~~cryptocurrency mining space, and our new business ~~plan~~is subject to a number of significant risks and uncertainties which affect its future viability. ● Failure of critical systems related to our offerings and/or infrastructure could have a material adverse effect on our business, ~~has~~financial ~~not~~condition, ~~yet~~and ~~established~~results ~~profitable~~of operations. ● Our business may be heavily impacted by geopolitical, social, economic, and ~~has~~other ~~generated minimal~~events ~~revenue~~and circumstances in the United States, or elsewhere. ● We may not be able to compete effectively against our current and future competitors.

~~The~~Risks ~~Company~~Related ~~was~~to ~~formed~~Our ~~in October 2020 and has not yet established profitable operations and has generated nominal revenue.~~Growth

~~The Company~~● New offerings or lines of business may subject us to additional risks. ● We may not ~~generate~~adequately ~~sufficient~~respond ~~cash~~to ~~flows~~price fluctuations and rapidly changing technology. ● If we were to ~~cover~~pursue ~~its~~ownership ~~operating~~or ~~expenses~~development of data center facilities in the future, our construction of new data centers, data center expansions, or data center redevelopment could involve significant risks to our business. ● If we do not accurately predict our facility requirements, it could have a material adverse effect on our business, financial condition, and results of operations.

~~Security~~Risks ~~breaches~~Related ~~and other disruptions could compromise the Company’s information and expose it~~ to ~~liability,~~Cryptocurrency ~~which would cause its business and reputation to suffer.~~Mining

~~The Company~~● isIf ~~dependent~~we onfail ~~third~~to ~~parties~~grow toour hashrate, ~~among~~we ~~other~~may ~~things~~be unable to compete, ~~maintain~~and ~~its~~our ~~servers~~business, ~~provide~~financial ~~the~~condition, ~~bandwidth~~and ~~necessary~~results of operations could suffer. ● We may be unable to ~~transmit~~purchase ~~content~~miners at scale or face delays or difficulty in obtaining new miners at scale. ● Our reliance on third-party mining pool service providers, including ViaBTC & Nicehash, for our mining revenue payouts may have a negative impact on our business, financial condition, and ~~utilize~~results of operations. ● The further development and acceptance of the ~~content~~Scrypt ~~derived~~network ~~therefrom~~and ~~for~~other digital assets is subject to a variety of factors that are difficult to evaluate. The slowing or stopping of the ~~potential~~development ~~generation~~or acceptance of ~~revenues~~digital asset systems may adversely affect our business, financial condition, and results of operations.

~~Because~~Risks ~~the~~Related ~~Company does not intend~~ to ~~pay~~Digital ~~any cash dividends on its shares of common stock in the near future, shareholders will not be able to receive a return on their shares unless and until they sell them.~~Assets

● The ~~Company~~ trading prices of many digital assets, including Bitcoin and Dogecoin, have experienced extreme volatility in recent periods and may continue to do so. Extreme volatility in the future, including declines in the trading prices of Bitcoin, Dogecoin, or Litecoin, could have a material adverse effect on the value of our common stock and the digital assets held in our treasury could lose all or substantially all of their value. ● Digital assets such as Bitcoin and Dogecoin were only introduced within the past two decades, and the medium-to-long term value of Bitcoin, Dogecoin, and other digital assets we hold is ~~dependent~~subject to a number of factors relating to the capabilities and development of blockchain technologies and to the fundamental investment characteristics of digital assets. ● Digital assets represent a new and rapidly evolving industry, and the value of the digital assets held in our treasury depends on ~~key~~the ~~personnel~~continued acceptance of Bitcoin, Dogecoin, and other digital assets we hold. ● The value of the shares of our common stock may relate directly to the value of the digital assets we hold, particularly Bitcoin and Dogecoin, the values of which may be highly volatile and subject to fluctuations due to a number of factors.

~~The~~Risks ~~Company~~Related ~~may not be able~~ to ~~successfully~~Our ~~execute~~Common ~~the business plan.~~Stock

~~The Company~~● isLapsed alockup ~~new~~restrictions ~~company~~may ~~with~~create adownward ~~brief~~pressure ~~operating~~on ~~history~~the market price of our common stock. ● Our common stock price may be volatile, nowhich ~~revenue~~could result in substantial losses to investors and anlitigation. ~~untested~~● ~~business~~If ~~plan~~securities ~~which~~or ~~may~~industry analysts do not bepublish ~~accepted~~research or reports about our business, or if they change their recommendations regarding our stock adversely, our stock price and trading volume could decline. ● We are an early-stage company with limited operating history. ● Future sales and issuances of our securities could result in additional dilution of the ~~markets in~~percentage ~~which~~ownership itof ~~intends~~our shareholders and could cause our share price to ~~operate~~fall.

~~The Company has not yet established brand identity and customer loyalty.~~-2-

~~The~~Part ~~Company cannot assure investors that the Thumzup® App will be accepted.~~I

AThroughout ~~better~~this ~~financed~~Annual ~~competitor~~Report, ~~may~~“Datacentrex,” ~~enter~~ the ~~marketplace~~“Company,” ~~cause~~“we,” ~~the~~“us,” ~~Company’s~~and ~~market~~“our” ~~share~~refers to orDatacentrex, ~~acceptance~~Inc., ~~rates~~individually, toor ~~plummet~~as ~~and~~the ~~adversely affect~~context ~~its~~requires, ~~ability~~collectively towith ~~sustain~~its ~~viable operations~~subsidiaries.

~~Although~~Item ~~the Company may own various intellectual property rights, these rights may not provide it with any competitive advantage~~1. Business

~~The~~ Company~~’s future financial results are uncertain and its operating results may fluctuate, due to, among other things, consumer~~ ~~trends, the impact of COVID on advertising budgets and App user activity, competition, and changing social media behaviors.~~Overview

~~The~~Datacentrex, Inc. (formerly, Thumzup Media Corporation), a Nevada corporation (“Datacentrex,” the “Company’s,” ~~ability~~“we,” “us,” toor ~~succeed~~“our”) ~~will~~is ~~depend~~a digital infrastructure and capital deployment company that owns and operates Scrypt compute assets and evaluates strategic transactions across asset-backed operating businesses. Our current operating platform is centered on ~~the~~owned and ~~ability~~operated Scrypt-based proof-of-work ~~its~~(“PoW”) ~~management~~compute deployed through third-party colocation facilities. We monetize this compute primarily through hashrate marketplace mechanisms and manage a treasury of digital assets and cash in a manner intended to ~~control~~preserve capital ~~costs~~and support opportunistic, accretive deployment.

~~Key~~Our ~~personnel~~Scrypt ofcompute ~~the~~operations ~~Company~~utilize dospecialized ~~not~~application-specific ~~devote~~integrated ~~full~~circuit ~~time~~(“ASIC”) hardware to contribute hashrate to the ~~affairs~~Litecoin ofblockchain. ~~the~~Through ~~Company~~merged-mining ~~and~~architecture, ~~could~~that ~~allocate~~same ~~their~~hashrate ~~time~~can simultaneously secure and ~~attention~~validate toadditional Scrypt-based networks, including Dogecoin and other ~~business~~auxiliary Scrypt chains, without incremental energy consumption. This merged-mining ~~ventures~~attribute ~~which~~allows ~~may~~a ~~not~~single ~~benefit~~deployment ~~the~~of ~~Company~~compute and power to produce economic exposure to multiple networks, subject to protocol rules and monetization mechanics.

~~The~~On ~~Company’s~~August ~~Officers~~18, ~~Directors~~2025, Datacentrex, entered into an Agreement and ~~employees~~Plan ~~are~~of ~~entitled~~Merger towith ~~receive~~TZUP ~~compensation~~Merger Sub, ~~payments~~Inc., a wholly-owned subsidiary of the Company, and ~~reimbursements~~Dogehash Technologies, ~~regardless~~Inc. (“Doge”), a Nevada corporation, pursuant to which the Company agreed to acquire Doge (the “Merger”). As of ~~whether~~the consummation of the Merger between Thumzup Media Corporation (“Thumzup”) and Doge, itthe Company operates atmore athan ~~profit~~3,100 orScrypt aASIC ~~loss~~miners deployed across multiple geographically diversified colocation facilities.

4Our results are primarily driven by (i) realized revenue rate per unit of hashrate deployed, (ii) power cost and curtailment exposure at the facility level, (iii) uptime and operational execution, (iv) availability and replacement cycle dynamics for Scrypt ASIC supply, and (v) treasury and capital allocation decisions, including decisions regarding holding, converting, or deploying digital assets and cash.

~~Combination~~We orare ~~“layering”~~not ofa ~~multiple~~protocol ~~risk~~developer. ~~factors~~We ~~may~~do ~~significantly~~not ~~increase~~control ~~the~~any ~~risk~~blockchain ofnetwork ~~loss~~and do not generate revenues from maintaining or updating any open-source network protocol. Our results depend on ~~shares~~our ofability ~~the~~to ~~Company’s~~procure ~~common~~and operate compute infrastructure economically and to monetize ~~stock~~that compute in a manner that produces attractive risk-adjusted returns.

~~Our~~The ~~business~~Company’s operations are principally operated remotely at various data centers throughout the United States. The Company’s principal address is ~~sensitive~~470 toW ~~consumer~~200 ~~spending~~N STE 18, ~~inflation~~Salt Lake City, UT 84103 and ~~economic~~its ~~conditions~~telephone number is (800) 403-6150. The Company’s website address is www.datacentrex.com. The information provided on the Company’s website or connected thereto does not constitute part of, and is not incorporated by reference into, this Annual Report on Form 10-K.

~~Russia’s~~Corporate ~~Invasion~~Information ofand ~~Ukraine may negatively impact our business.~~History

~~Several~~Our ofcurrent ~~our~~business ~~outsourced~~was ~~developers~~formed ~~are~~through ~~based~~a inseries ~~Pakistan~~of ~~and~~transactions ~~our~~involving ~~product~~an ~~development~~asset ~~could~~acquisition, bea ~~impacted~~public-company bybusiness ~~conflict~~combination, inand a ~~the~~subsequent ~~Middle~~name ~~East~~change.

WeThumzup ~~rely~~Media onCorporation ~~third-party~~(“Thumzup”) ~~internal~~was ~~and~~incorporated ~~outsourced~~in ~~software~~the toState ~~run~~of ~~our~~Nevada ~~critical~~on ~~development~~October ~~and~~27, ~~information systems~~2020. AsThumzup awas ~~result,~~originally ~~any sudden~~organized ~~loss,~~as ~~disruption~~a ortechnology ~~unexpected~~company ~~costs~~focused toon ~~maintain~~social ~~these~~media ~~systems~~advertising ~~could significantly increase our operational expense~~ and ~~disrupt~~content ~~the management of our business operations~~monetization.

~~Cyber security breaches of our systems and information technology could adversely impact our ability to operate.~~-3-

~~Failures~~In orJuly ~~security~~2025, ~~breaches~~Doge ofacquired ~~our~~certain ~~networks~~digital orasset ~~information~~mining ~~technology~~assets ~~systems~~and ~~could~~related ~~have~~business operations from US Data & Energy, LLC (“USDE”) pursuant to an ~~adverse~~asset ~~effect~~purchase transaction. These assets included ASIC miners and related equipment that were located at colocation facilities, warehoused, on ~~our~~order, ~~business~~or in transit for digital asset compute activities.

~~Risks~~Thereafter, ~~Related~~Doge towas ~~our~~acquired ~~Common~~by ~~Stock~~Thumzup in the Merger. Following completion of the Merger, the combined company changed its name to Datacentrex, Inc.

The Company’s operations are principally operated remotely at various data centers throughout the United States. The Company’s principal address is ~~controlled~~470 byW ~~its~~200 ~~Chairman/Board~~N ofSTE ~~Directors~~18, ~~Chief~~Salt ~~Executive~~Lake ~~Officer~~City, ~~President,~~UT 84103 and ~~additional~~its ~~Officers~~telephone ofnumber is (800) 403-6150. The Company’s website address is www.datacentrex.com. The information provided on the Company’s website or connected thereto does not constitute part of, and is not incorporated by reference into, this Annual Report.

~~The~~Unless ~~Company’s~~the ~~common~~context ~~stock~~requires ~~price~~otherwise, ~~may~~references bein ~~volatile,~~this ~~which~~section ~~could~~to ~~result~~our in“operations,” ~~substantial~~“fleet,” ~~losses~~or “compute platform” refer to ~~investors~~the business and ~~litigation~~assets as operated by Datacentrex following the Merger.

Recent ~~If our shares of common stock become subject to the penny stock rules, it would become more difficult to trade our shares.~~Developments

~~The~~Doge ~~sale or availability for sale of substantial amounts of the Company’s common stock could adversely affect the market price of the common stock.~~Acquisition

~~The~~On ~~Company~~August is18, ~~controlled~~2025, byDatacentrex aentered ~~small~~into ~~group~~an ofAgreement ~~existing~~and ~~shareholders,~~Plan ~~whose~~of ~~interests~~Merger ~~may~~(the ~~differ~~“Merger ~~from~~Agreement”) ~~other~~with ~~shareholders.~~TZUP ~~The~~Merger ~~Company’s~~Sub, ~~Officers~~Inc., ~~and~~a ~~Directors~~wholly-owned ~~will~~subsidiary ~~significantly~~of ~~influence~~Datacentrex ~~its~~(“Merger ~~activities~~Sub”), and ~~their~~Dogehash ~~interests~~Technologies, ~~may~~Inc. ~~differ~~(“Doge”), ~~from~~a anNevada corporation, ~~investor’s~~pursuant ~~interests as~~to awhich ~~shareholder~~the Company agreed to acquire Doge.

~~The~~On ~~Company~~December is15, an2025, ~~“emerging~~Merger ~~growth~~Sub ~~company”~~and ~~under~~Doge filed Articles of Merger with the ~~JOBS~~Nevada ~~Act~~Secretary of State pursuant to which, effective as of December 15, 2025, Merger Sub merged with and itinto ~~cannot~~Doge bewith ~~certain~~Doge ifsurviving as a wholly-owned subsidiary of the ~~reduced~~Company. ~~disclosure~~Pursuant ~~requirements~~to ~~applicable~~the toterms ~~emerging~~of ~~growth~~the ~~companies~~Merger ~~will~~Agreement, ~~make~~the Company issued an aggregate of 13,835,188 shares of the Company’s common stock, ~~less~~and ~~attractive~~16,239.812 shares of Series D Convertible Preferred convertible into an aggregate of 16,239,812 shares of common stock to ~~investors~~the shareholders of Doge in exchange for 100% of the outstanding capital stock of Doge.

IfName equity research analysts do not publish research or reports about the Company, or if they issue unfavorable commentary or downgrade its common stock, the market price of its common stock will likely decline.Change

~~Because~~On weDecember ~~can~~15, ~~issue~~2025, ~~additional~~the ~~shares~~Company filed a Certificate of ~~Common~~Amendment ~~Stock,~~to ~~purchasers~~its Amended and Restated Articles of ~~our~~Incorporation ~~Common~~with ~~Stock~~the ~~may~~Secretary of ~~incur~~State ~~immediate~~of ~~dilution~~the ~~and~~State ~~experience~~of ~~further~~Nevada ~~dilution~~to change its name to Datacentrex, Inc. from Thumzup Media Corporation.

AsPublic ~~a newly Nasdaq-listed company, we will incur material increased costs and become subject to additional regulations and requirements.~~Offering

~~You~~On ~~could~~March ~~lose~~26, ~~some~~2026, orwe ~~all~~entered into a placement agency with Dominari Securities LLC, pursuant to which we sold directly to investors, in a best efforts offering, an aggregate of ~~your~~(i) ~~investment~~4,510,000 shares of common stock at $2.00 per share and (ii) pre-funded warrants to purchase up to an aggregate of 5,575,000 shares of common stock at $1.99 per pre-funded warrant. The securities were offered and sold by us pursuant to our effective registration statement on Form S-3 (File No. 333-286951). The closing of the offering occurred on March 31, 2026 and the gross proceeds from the offering were approximately $20.2 million, before deducting placement agent fees and expenses and estimated offering expenses payable by us. We intend to use the net proceeds received from the offering for working capital and general corporate purposes.

WeOur ~~are~~Business a “smaller reporting company” within the meaning of the Securities Act, and if we decide to take advantage of certain exemptions from various reporting requirements applicable to smaller reporting companies, our common stock could be less attractive to investors.Model

5We generate revenues by deploying owned Scrypt ASIC hardware to produce PoW hashrate and monetizing that hashrate through market-based channels. Our model can be summarized as:

~~Risks Related~~● toacquiring ~~Our~~and ~~Bitcoin~~operating ~~Strategy~~owned ~~and~~Scrypt ~~Holdings~~ASIC hardware;

~~Our bitcoin strategy exposes us to various risks, including risks associated with bitcoin.~~-4-

~~Bitcoin is~~● asecuring ~~highly~~competitive ~~volatile~~power ~~asset~~and physical hosting through colocation agreements; ● maintaining operational discipline through monitoring, maintenance, configuration management, and ~~fluctuations~~rapid inresponse ~~the~~to ~~price~~downtime; of● ~~bitcoin~~monetizing ~~are~~hashrate ~~likely~~primarily tothrough ~~influence~~a ~~our~~hashrate ~~financial~~marketplace ~~results~~model (typically settling in Bitcoin); and ● managing treasury assets and cash with the ~~market~~objective ~~price~~ of preserving capital while pursuing yield-enhancing and accretive opportunities consistent with our ~~listed~~risk ~~securities~~management approach.

~~Bitcoin~~Our ~~and~~monetization ~~other~~approach ~~digital~~is ~~assets~~intended ~~are~~to ~~novel~~reduce ~~assets,~~reliance on any single protocol-native payout stream and ~~are~~improve ~~subject~~realized toeconomics ~~significant~~by ~~legal,~~seeking transparent ~~commercial,~~market ~~regulatory~~pricing for compute and ~~technical~~minimizing ~~uncertainty~~certain fees and conversion costs that can arise under traditional pool-based mining models.

~~Our~~Scrypt ~~historical~~Proof-of-Work ~~financial~~Compute ~~statements~~and doMerged ~~not reflect the potential variability in earnings that we may experience in the future relating to our bitcoin holdings.~~Mining

~~The~~Scrypt ~~availability~~is ofa ~~spot~~PoW ~~exchange-traded~~hashing ~~products~~algorithm ~~(“ETPs”)~~used ~~for~~by ~~bitcoin~~Litecoin and certain other digital ~~assets~~asset ~~may~~networks, ~~adversely~~including ~~affect~~Dogecoin. ~~the~~Scrypt ASIC miners are not interchangeable with SHA-256 ASIC miners used for Bitcoin. As a result, Scrypt compute is a distinct compute market with different hardware ~~price~~supply ofdynamics, ~~our~~competition ~~listed~~levels, ~~securities~~and revenue drivers.

~~Our~~We ~~bitcoin~~primarily ~~strategy~~contribute ~~subjects~~hashrate usto the Litecoin blockchain. Litecoin supports merged mining, which allows the same computational work used to ~~enhanced~~validate ~~regulatory~~Litecoin ~~oversight~~blocks to simultaneously validate additional Scrypt-based networks. In practical terms, merged mining can allow a miner to generate rewards attributable to multiple networks from the same energy input, subject to the rules of the applicable protocols and the payout mechanisms used by the monetization channel.

~~Bitcoin~~Merged ~~trading~~mining ~~venues~~does not create unlimited or guaranteed incremental economics. Rewards attributable to auxiliary networks may ~~experience~~vary ~~greater~~based ~~fraud~~on protocol parameters, ~~security~~network ~~failures~~conditions, orand ~~regulatory~~monetization ormechanics. ~~operational~~The ~~problems~~Company ~~than~~remains ~~trading~~exposed ~~venues~~to ~~for~~market ~~more~~and ~~established~~network dynamics affecting Scrypt ~~asset~~compute ~~classes~~generally, including changes in total network hashrate, mining difficulty, protocol reward structures, and transaction fee markets.

~~The~~Hashrate ~~concentration~~Monetization ofand ~~our~~Marketplace ~~bitcoin holdings enhances the risks inherent in our bitcoin strategy.~~Model

~~Our~~Traditional ~~bitcoin~~PoW ~~holdings~~miners ~~are~~often ~~less~~monetize ~~liquid~~compute ~~than~~by ~~our~~connecting ~~existing~~directly ~~cash~~to ~~and~~a ~~cash~~mining ~~equivalents~~pool that aggregates hashrate from many miners and distributes protocol-native rewards net of pool fees. Under that approach, miners may ~~not~~then beconvert ~~able~~protocol-native rewards into other assets (including fiat currencies) to ~~serve~~fund asoperations or pursue a ~~source~~desired oftreasury ~~liquidity~~exposure, ~~for us~~which tocan ~~the~~introduce ~~same~~conversion ~~extent~~costs, asliquidity ~~cash~~constraints, execution slippage, and ~~cash~~incremental ~~equivalents~~operational complexity.

IfWe weprimarily ormonetize our ~~third-party~~Scrypt ~~service~~compute ~~providers~~through ~~experience~~ a ~~security~~hashrate ~~breach~~marketplace ormodel. ~~cyberattack~~In ~~and~~a ~~unauthorized~~hashrate ~~parties~~marketplace, ~~obtain~~compute ~~access~~providers offer available hashrate to ~~our~~third-party ~~bitcoin, or~~buyers ifseeking ~~our~~computational ~~private~~capacity ~~keys~~for ~~are~~PoW ~~lost~~validation. orBuyers ~~destroyed,~~pay ora ~~other~~market-determined ~~similar~~rate ~~circumstances~~for orhashrate, ~~events~~and the ~~occur~~marketplace coordinates matching, wesettlement, ~~may~~and ~~lose~~operational ~~some~~routing. orUnder ~~all~~this ofmodel, ~~our~~we ~~bitcoin~~generally receive compensation based ~~and~~on ~~our~~prevailing ~~financial~~market ~~condition~~demand ~~and~~for ~~results~~Scrypt ofhashrate, ~~operations~~with ~~could~~settlement betypically ~~materially~~denominated ~~adversely~~in ~~affected~~Bitcoin.

WeManagement ~~face~~believes ~~risks~~that ~~relating~~monetizing tohashrate ~~the~~through ~~custody~~a ofmarketplace ~~our~~can, ~~bitcoin~~depending on market conditions, ~~including~~(i) ~~the~~improve ~~loss~~realized pay rates for hashrate relative to certain pool-based alternatives, (ii) reduce or ~~destruction~~eliminate ofcertain ~~private~~pool ~~keys~~participation ~~required~~fees toand ~~access~~payout ~~our~~variance ~~bitcoin~~associated with protocol-native distributions, and (iii) reduce the need for post-mining conversion transactions that may otherwise create incremental ~~cyberattacks~~costs. orMarketplace ~~other~~monetization ~~data~~also ~~loss~~introduces ~~relating~~reliance on marketplace operators and exposes the Company to ~~our~~operational ~~bitcoin~~and counterparty risks associated with those platforms.

~~Regulatory~~We ~~change~~may ~~reclassifying~~utilize ~~bitcoin~~mining aspools aopportunistically ~~security~~or ~~could~~for ~~lead~~redundancy; tohowever, ~~our~~we ~~classification~~view marketplace monetization as ana ~~“investment~~core ~~company”~~component ~~under~~of ~~the~~our ~~Investment~~current ~~Company~~strategy. ~~Act~~Our ofrealized ~~1940~~revenue ~~and~~under ~~could~~either ~~adversely~~model ~~affect~~remains ~~the~~sensitive to market ~~price~~demand offor ~~bitcoin~~compute, ~~and~~network-level ~~the~~dynamics, ~~market~~and ~~price~~overall digital ofasset ~~our~~market ~~listed securities~~conditions.

~~We are not subject to legal and regulatory obligations that apply to investment companies such as mutual funds and exchange~~-~~traded funds, or to obligations applicable to investment advisers.~~5-

~~Our~~Revenue ~~bitcoin~~Recognition ~~strategy~~and ~~exposes us to risk of non-performance by counterparties.~~Customers

~~ITEM~~The 1Company generates revenue through the monetization of Scrypt compute via hashrate marketplaces. ~~BUSINESS~~Under this model, the Company offers available hashrate to third-party buyers seeking computational capacity for PoW validation. Buyers pay a market-determined rate for hashrate based on prevailing supply and demand.

~~Overview~~Revenue is recognized when payment for delivered hashrate is received and the corresponding digital assets are transferred to a wallet controlled by the Company. Amounts earned but not yet settled or received are not recognized as revenue. Settlement under the hashrate marketplace model is typically denominated in Bitcoin.

~~General~~The buyers of the Company’s hashrate are not concentrated and may include a broad range of market participants. Buyers may include miners, infrastructure operators, trading firms, and arbitrage participants who purchase hashrate and redirect it to alternative pools or strategies to capture yield, pricing inefficiencies, or other economic opportunities. The Company does not typically enter into long-term bilateral contracts with hashrate buyers and generally does not have direct visibility into buyers’ downstream use of purchased hashrate.

AsBecause ~~used~~hashrate ~~herein,~~is ~~“we,”~~sold ~~“us,”~~through ~~“our~~marketplace mechanisms,” the “Company,” ~~“Thumzup™,”~~does ~~means~~not ~~Thumzup™ Media~~rely ~~Corporation~~on ~~unless~~a ~~otherwise~~limited ~~indicated.~~number ~~Thumzup™~~of ~~operates~~end incustomers aand ~~single business segment which~~ is ~~social~~not ~~media~~subject ~~marketing. Thumzup™~~to ~~has~~traditional acustomer ~~mobile~~concentration ~~iPhone~~risk; ~~and~~however, ~~Android~~the ~~applications~~Company ~~called~~remains ~~“Thumzup™”~~dependent ~~that~~on ~~connects~~the ~~brands~~continued ~~and~~operation ~~people who use~~ and ~~love~~liquidity ~~these brands.~~of ~~For~~ the ~~advertiser, Thumzup™ incentivizes real people to become content creators and post authentic valuable posts on social~~marketplaces ~~media~~through ~~about~~which ~~the~~it ~~advertiser~~monetizes ~~and its products~~hashrate.

6Key Operating Inputs

~~OVERVIEW~~Digital asset market conditions. Our results are influenced by price, volatility, and liquidity in digital asset markets, including the assets associated with Scrypt networks and the settlement asset we receive through monetization channels. Adverse movements may reduce revenue and operating margins and impair liquidity.

~~Thumzup~~Network ~~Media~~difficulty ~~Corporation (“Thumzup” or “Company”) was incorporated on October 27, 2020, under the laws of the State of Nevada,~~ and ~~its headquarters is located in Los Angeles~~hashrate. ~~The~~PoW ~~Company’s~~networks ~~primary~~dynamically ~~business~~adjust ismining ~~software~~difficulty asbased aon ~~service~~total ~~provider~~network ~~dedicated to~~hashrate. ~~connecting~~Increased ~~businesses~~network ~~with consumers and allowing the business to incentivize consumers to post about their experience on social media.~~hashrate ~~Thumzup~~typically ~~mission~~increases isdifficulty, towhich ~~democratize~~reduces ~~social~~expected ~~media~~rewards ~~marketing~~per byunit ~~connecting~~of ~~advertisers~~hashrate ~~with~~deployed ~~non-professional~~and ~~people,~~can ~~who~~pressure ~~can~~margins beif ~~paid~~power ~~for~~costs ~~their~~or ~~posts~~monetization ~~about~~rates ~~products~~do ~~and~~not ~~services they love through its technology which utilizes a proprietary mobile app (“App”)~~improve. ~~The~~ ~~App~~Conversely, ~~generates~~declines ~~scalable~~in ~~word-of-mouth~~network ~~product~~hashrate ~~posts~~can ~~and~~reduce ~~recommendations~~difficulty ~~for advertisers on social media~~ and isimprove ~~designed~~expected toeconomics ~~connect~~for ~~advertisers~~remaining ~~with individuals who are willing to promote their products online~~miners.

~~The~~Power ~~Thumzup~~costs ~~App~~and ~~enables~~curtailment. ~~users~~Electricity tois ~~select~~ a ~~brand~~primary ~~they~~input ~~want to post about on social media~~cost. ~~Once~~Power ~~the~~rates, ~~Thumzup~~capacity ~~user~~charges, ~~selects~~curtailment ~~the brand and takes a photo (using the App)~~obligations, ~~the App will post the photo and a caption to the user’s social media account(s). As of the date of this~~transmission ~~filing~~constraints, ~~Instagram is the Company’s initial social media platform that is being used, due to its wide acceptance~~ and ~~its great functionality using photographs. The Company expects to add~~ other ~~social~~ancillary ~~media~~costs ~~platforms~~can inmaterially ~~the~~affect ~~future~~profitability. ~~For~~We ~~the~~may ~~advertiser,~~be ~~the~~required ~~Thumzup system enables brands~~ to ~~get~~curtail ~~real~~load ~~people to promote products to their friends, rather than displaying banner ads that consumers now mostly ignore,~~ or ~~contracting~~ ~~with~~may ~~expensive~~voluntarily ~~professional influencers. The Company has recorded nominal revenues during the year ended December 31, 2023~~curtail ~~and~~load ~~continues~~when ~~with~~economically ~~the~~advantageous ~~development~~or ofcontractually ~~enhancements to its App and marketing efforts~~required.

~~The~~Uptime ~~Company~~and isoperational anexecution. ~~“emerging~~Because ~~growth~~revenue ~~company”~~depends ason ~~that~~continuous ~~term~~operation isof ~~used~~compute inassets, ~~the~~uptime ~~Jumpstart~~is ~~our~~a ~~Business~~critical ~~Startups~~driver ~~Act~~ of ~~2012~~realized results. Equipment failures, ~~and~~facility asoutages, ~~such~~maintenance, ~~has~~ ~~elected~~networking toissues, ~~comply~~and ~~with~~configuration ~~certain~~errors ~~reduced~~can ~~public~~reduce ~~company~~uptime ~~reporting~~and ~~requirements~~revenue.

~~Thumzup®~~Hardware ~~Products~~supply and ~~Services~~replacement cycles. Scrypt ASIC supply is subject to vendor production schedules, logistics, and market availability. As competition evolves, miners may need to deploy newer hardware, replace components, or optimize existing fleets to remain competitive.

~~The~~Counterparty ~~Company~~performance. ~~operates~~Our ~~in a single~~ business ~~segment~~depends ~~which is social media marketing and advertising. The Thumzup® App works~~ on ~~both~~the ~~iPhone and~~performance ~~Android~~of ~~mobile~~hosting ~~operating~~providers, ~~systems~~marketplace ~~and~~operators, ~~connects~~custodians, ~~brands~~ and ~~people~~trading ~~who use and love these brands~~venues. Counterparty ~~For~~failures, ~~the~~cybersecurity ~~Advertiser~~incidents, ~~Thumzup®~~or ~~incentivizes ordinary~~operational ~~people~~disruptions tocould ~~become~~materially ~~paid~~affect ~~content Creators and post authentic valuable posts on social media about the Advertiser and its products~~results.

~~The~~Cost ~~Company~~Structure ~~seeks to capitalize on nationwide-wide gig economy~~ and ~~business~~Operating democratization trends. Immense value and opportunity have been created through the democratization of ride sharing, hospitality, finance and other industries. The Thumzup® tools are designed to facilitate this democratization trend for the consumer and the Advertiser within the online marketing and advertising space.Leverage

The Company’s ~~has~~cost ~~built~~structure ~~the~~consists ~~technology~~primarily toof ~~support~~power ancosts, ~~influencer~~hosting-related ~~and~~expenses, ~~“gig” economy community around its Thumzup® App. This technology~~ and ~~community~~depreciation ~~are~~of ~~designed~~capitalized tomining ~~generate scalable authentic product posts and recommendations for advertisers on social media~~equipment. ~~It is designed to connect advertisers with individuals who are willing to tell their friends about the advertisers’ products online and offline.~~

~~Social Media Marketing Software Technology~~-6-

~~The~~Power Thumzup® mobile App enables Creators, to select from brands advertising on the App and get paid to post about the advertiser on social media. Once the Thumzup® Creator selects the brand and takes a photo using the Thumzup® App, the Thumzup® App posts the photo and a caption to the Creator’s social media accounts. The advertiser then reviews and approves the post for payment and the Creator can cash out whenever they choose through popular digital payment systems. For the advertiser, the Thumzup® system enables brands to get real people to promote their products to their friends. In 2023, $148 billion was spent on digital display ads in the United States and while 43% of marketers consider display ads to be the least effective channel, 84% of marketers were still investing in them(1). We feel this demonstrates a significant need among advertisers for new methods of messaging to potential customers. We believe Thumzup’s ability to scale brand messages from the general population on social media could be part of addressing this substantial need in the market.Costs

~~(1)~~Electricity is ~~https://meetanshi~~the primary operating cost of the Company’s compute operations.~~com/blog/display-advertising-statistics/)~~ Power consumption is variable based on the number of machines operating at any given time. However, under the Company’s existing colocation arrangements, the price of electricity is fixed pursuant to contractual agreements, and uptime and power delivery obligations are contractually defined.

7If a hosting or colocation provider fails to deliver power in accordance with the terms of the applicable agreement, the Company may be entitled to monetary penalties or, in certain circumstances, to terminate the agreement without recourse to the host. As a result, while power usage fluctuates with operational decisions, power pricing and availability are substantially governed by contract.

AHosting ~~recent Nielsen report found 81% of consumers believe friends~~ and ~~family~~Operating are the most reliable sources of information about products(2). According to a Emplifi article, 64% of millennials recommend a product at least once a month(3), and according to a 2019 Morning Consult survey, 86% of Gen Z and millennials would post content for monetary compensation(4). Further, according to a 2020 IZEA Insights Study, 67% of social media consumers aspire to be paid social media influencers(5). According to a 2023 Bankrate, 48% of social media users have impulsively purchased a product seen on social media(6). Lastly, 85% of Gen Z says social media impacts purchase decisions according to a 2023 Retail Dive Survey(7).Costs

~~The~~Hosting-related ~~average~~costs ~~American~~include ~~adult~~facility ~~spent~~services, 7power ~~hours~~delivery ~~and 58 minutes per day using digital media in 2020 according to a 2020 eMarketer Report(8). The amount of daily usage has increased significantly since 2019~~infrastructure, ~~again according to an eMarketer Report(8)~~networking,, and ~~the Company~~site-level ~~believes~~operations ~~such~~provided ~~usage~~by ~~will~~colocation ~~continue to accelerate~~partners. These ~~The~~costs ~~Company~~may ~~empowers~~include ~~businesses~~both ~~that~~fixed ~~want to interact with these Creators~~ and ~~provides~~ ~~tools~~variable ~~and~~components ~~data~~depending soon ~~they~~contractual ~~can~~terms ~~increase consumer awareness~~ and ~~expand~~facility ~~their customer bases~~configuration.

InCapitalized the past decade, social media platforms like Instagram, Facebook, Twitter, Pinterest, and TikTok have achieved mass worldwide consumer acceptance and created hundreds of billions of dollars in shareholder value. This worldwide viral growth demonstrates that compelling new social media platforms which present the right combination of experience and value, will attract Creators who will invest significant amounts of time on the platforms.Hardware

~~For~~Mining ~~this~~equipment ~~reason,~~is ~~Thumzup~~capitalized ~~recently announced its integration with X~~ and ~~TikTok~~depreciated ~~into~~over its ~~proprietary~~estimated ~~platform(9).~~useful ~~Thumzup’s launch on X Corp signifies a quantum leap in Thumzup’s mission to revolutionize advertising~~life. ByHardware ~~merging~~costs ~~Thumzup’s~~are ~~innovative tools~~not ~~with~~expensed ~~X’s~~as ~~massive audience~~incurred, ~~the~~and ~~Company~~operating ~~believes~~margins are ~~they~~therefore ~~can~~sensitive ~~deliver~~to ~~strong~~both ~~opportunities~~depreciation ~~for~~expense ~~brands~~and tothe ~~scale~~economic ~~their~~productivity ~~visibility and~~of ~~engagement~~deployed ~~at new levels~~equipment.

~~With~~Operating ~~over~~Leverage ~~1.5 billion monthly active users, TikTok’s explosive engagement metrics position it as a premier venue for impactful brand visibility~~ and customer connection. These statistics illustrate TikTok’s effectiveness in brand discovery and user action, with 61% of users reporting discovering new brands and products, and 92% taking action such as sharing, commenting, following, or liking content. Once implemented, Thumzup’s integration with TikTok is poised to significantly broaden its addressable market, leveraging TikTok’s unparalleled reach and engagement to drive enhanced advertiser access(10),.Scale

~~Additionally,~~Operating ~~Thumzup~~scale ~~announced~~does ~~the~~not ~~beta~~inherently ~~launch~~improve ofmargins ~~its~~under ~~highly~~a ~~anticipated~~pure ~~video~~hosting ~~capabilities,~~model. ~~including~~Meaningful ~~integration~~margin expansion is primarily achievable through upstream ~~with~~integration ~~Instagram~~into ~~Reels11),.The~~power ~~addition~~ownership ofor power-adjacent infrastructure. If the Company’s ~~new~~were ~~video~~to ~~posting~~acquire or control power generation, interconnection, ~~feature~~or ~~provides~~other ~~users~~upstream ~~with~~assets, ~~multiple~~margins ~~ways~~could expand significantly due to ~~engage~~reduced energy costs and ~~share~~improved ~~content,~~control ~~building~~over ~~upon~~the ~~its~~cost ~~successful~~structure. There ~~track~~can ~~record~~be ~~with~~no ~~single-photo~~assurance ~~posts~~that such opportunities will be pursued or achieved.

~~The~~Mining ~~Company~~Equipment ~~is an early-stage entity building a new real-time platform which enables Advertisers to pay their customers~~ and ~~fans~~Hosting cash for their positive social media posts about their products and services, which in turn supports those people who earn money from various gig economy opportunities. The Company believes that acceptance of its App and subsequent revenue growth can be driven by empowering everyday people to make money by posting about brands and services that they already find enjoyable and attractive on social media. The Company believes that the Thumzup® App is a conduit for Advertisers to connect directly with consumers. The Company will need to secure enough advertisers to make the App an attractive platform for adoption and scalability, and to ensure that the platform is interesting enough for the Creators to return to on a regular basis. No assurance can be given that the Company will be able to achieve these results.Arrangements

	(2)	https://www.nielsen.com/news-center/2015/still-recommended-by-friends-and-relatives-the-most- authentic-advertising-according-to-consumers-the-most-trusted-on-brand-websites/
	(3)	https://emplifi.io/resources/blog/the-user-generated-content-stats-you-need-to-know?utm_source=pixlee.com
	(4)	https://morningconsult.com/wp-content/uploads/2019/11/The-Influencer-Report-Engaging-Gen-Z-and-Millennials.pdf
	(5)	https://www.cnn.com/business/newsfeeds/globenewswire/7812666.html
	(6)	https://www.bankrate.com/personal-finance/social-media-survey/
	(7)	https://www.retaildive.com/news/generation-z-social-media-influence-shopping-behavior-purchases-tiktok- instagram/652576/
	(8)	https://www.emarketer.com/content/us-time-spent-with-media-2021-update
	(9)	https://www.businesswire.com/news/home/20241205736116/en/Thumzup-Plans-Integration-of-Proprietary-Advertising-Platform-with-TikTok-to-Significantly-Expand-Potential-Social-Media-Market-Reach &
	(10)	https://www.businesswire.com/news/home/20241211121196/en/Thumzup-Launches-on-X-Corp-Transforming-Social-Media-Advertising-Potential-with-Access-to-Over-535M-Active-Users
	(11)	https://www.globenewswire.com/news-release/2024/11/12/2979217/0/en/Thumzup-Launches-Video-Capabilities-and-Integration-with-Instagram-Reels.html
	(12)	https://www.globenewswire.com/news-release/2024/11/22/2986012/0/en/Thumzup-Achieves-202-Growth-in-Advertisers-on-Proprietary-Technology-Platform-Through-October-2024.html

Mining Equipment

8Datacentrex owns a fleet of specialized Scrypt ASIC miners used to generate PoW hashrate. Since inception of the operating platform, the Company has invested in excess of $29 million in mining equipment and related infrastructure.

As of the consummation of the Merger, the Company operated more than 3,100 Scrypt ASIC miners, which are deployed across multiple colocation facilities. The Company may hold certain equipment in inventory, in transit, or in staging for deployment, and may acquire additional ~~Industry~~miners -or ~~Social~~components ~~Media~~depending ~~Marketing~~on expansion plans, equipment availability, and ~~Advertising~~capital allocation priorities.

The ~~Company~~economic ~~believes~~performance ~~that it is developing a new form~~ of ~~social media marketing that does not currently exist, therefore existing descriptions of market size and penetration are not directly applicable. As Thumzup® matures,~~ the Company believes there will be other competitors in this new market of paying non-professional advocates to tell their friends about products they love on social media at the point-of-sale. The closest existing market that is similar to Thumzup’s ~~market~~mining isequipment ~~the~~depends ~~rapidly~~on ~~growing~~a ~~subset~~number of ~~online~~factors, ~~advertising~~including ~~called~~hardware ~~“influencer marketing.”~~reliability, ~~More than 75% of brands have a dedicated budget for influencer marketing according to a 2022 Harvard Business Review~~uptime, ~~Study~~network ~~(9). As social media influencers become more plentiful and proven~~difficulty, ~~advertising~~power ~~spending has increased in this space. According to Allied Research~~costs, ~~the influencer marketing market generated $16.5 billion in 2022~~ and ismonetization ~~estimated to reach $199~~rates.6 ~~billion by~~Over ~~2032~~time, ~~exhibiting~~competitive adynamics ~~CAGR~~may ofrequire ~~28.6%~~replacement, ~~from 2023 to 2032(10). Influencer marketing is new but it is here to stay~~refurbishment, ~~Harvard~~or ~~Business~~redeployment ~~Review~~of ~~did~~equipment ~~a study~~ to ~~prove~~maintain ~~this~~attractive ~~and~~operating ~~stated “the strategy can in fact yield positive ROI(9)~~economics.”

~~Most~~Equipment ~~existing~~Lifespan ~~paid influencer marketing platforms were designed for professional~~ and ~~semi-professional~~Replacement online personalities. Some of these platforms have expanded to accommodate “micro-influencers” - people with 5,000 to 30,000 social media followers. In the Company’s opinion, none of these influencer platforms has entered the public consciousness and found mass adoption.Cycles

~~The~~Scrypt ~~Company~~ASIC ~~has~~miners ~~designed~~have ~~Thumzup®~~finite ~~“from~~useful ~~the~~lives ~~ground up” to make it easy for brands~~ and ~~service~~are ~~providers~~subject to ~~activate~~technological ~~people who~~obsolescence ~~are~~over ~~not~~time. ~~professional~~However, ~~influencers but who are passionate about~~ the ~~products,~~lifecycle ~~services,~~dynamics orof ~~establishments they enjoy or frequent and~~Scrypt ~~then~~mining ~~are~~equipment ~~willing~~differ tofrom ~~relate~~ those ~~experiences~~of ~~to their friends and other social media followers. The Company has designed the Thumzup App and Advertiser dashboard with “Apple~~SHA-~~style”~~256 ~~simplicity~~mining ~~and~~equipment ~~intuitive~~used ~~features~~in toBitcoin ~~make participation by all individuals seamless with their existing use of social media~~mining.

~~The Company’s first product~~-~~Thumzup® App~~7-

The ~~Company~~Scrypt ~~operates~~ASIC inmarket ~~a single business segment, which~~ is ~~social~~served ~~media~~by ~~marketing.~~a ~~The~~limited ~~Company’s~~number ~~mobile~~of ~~iPhone and Android applications called “Thumzup®” connects brands~~manufacturers, ~~products,~~ and ~~services~~innovation tocycles ~~the~~have ~~people~~historically ~~who~~occurred ~~use~~at ~~and~~a ~~love~~slower ~~these brands, products,~~pace ~~and~~relative ~~services. For Advertisers, Thumzup® activates real people~~ to ~~post~~Bitcoin ~~real~~mining ~~product~~hardware. ~~reviews~~As ~~and~~a ~~testimonials~~result, onScrypt ~~social~~miners ~~media~~may ~~with the~~retain ~~intention~~economic ofusefulness ~~enhancing~~for ~~brand~~longer ~~awareness~~periods, and ~~reaching~~new ~~targeted~~hardware ~~consumers~~generations may ~~more~~not ~~directly~~render ~~and~~prior ~~effectively~~generations ~~while~~obsolete ~~driving~~as ~~profitable~~rapidly ~~traffic to~~as ~~the~~in ~~Advertisers’~~other ~~products~~PoW ~~and services~~markets.

~~The~~Management ~~Company~~believes isthese ~~building~~dynamics ancan ~~influencer~~support ~~and~~longer ~~gig~~economic ~~economy~~lifespans ~~community around the Thumzup® mobile App that will generate scalable authentic product posts~~ and ~~recommendations~~residual value for ~~Advertisers~~Scrypt onmining ~~social~~equipment ~~media~~relative ~~and create a technology platform making person-~~to~~-person~~ ~~advertising~~certain other ~~easy,~~mining ~~cost-effective, and scalable~~categories. ~~The~~Nonetheless, ~~App~~future ~~and~~technological ~~Advertiser~~developments, ~~dashboard~~changes ~~are~~in ~~designed~~network toeconomics, ~~connect~~or ~~Advertisers~~shifts ~~with~~in ~~individuals~~competitive ~~who~~dynamics ~~are willing~~could toreduce ~~promote~~the ~~their~~useful ~~products~~life ~~and~~or ~~services~~value ~~online~~of ~~and~~existing ~~offline~~equipment.

	(9)	https://hbr.org/2022/11/does-influencer-marketing-really-pay-off
	(10)	https://www.prnewswire.com/news-releases/influencer-marketing-market-to-reach-199-6-billion-globally- by-2032-at-28-6-cagr-allied-market-research-301987451.html

Hosting and Colocation Arrangements

9Datacentrex deploys its mining equipment primarily through third-party colocation and hosting arrangements. Under these arrangements, hosting providers supply physical space, electrical infrastructure, power delivery, and certain site services necessary to operate energy-intensive compute workloads. The Company retains ownership of its mining equipment and remains responsible for configuration, monitoring, maintenance coordination, and operational management, subject to the terms of applicable hosting agreements.

~~Social~~The ~~Media~~Company ~~Marketing~~currently ~~Software~~operates ~~Technology~~under three colocation arrangements that provide access to electric power sourced from the Electric Reliability Council of Texas (ERCOT) grid, the Midcontinent Independent System Operator (MISO) grid, and the Georgia Power grid, respectively. These arrangements allow Datacentrex to diversify geographic exposure, grid risk, and operational dependencies while supporting deployment of its existing fleet. Hosting arrangements expose the Company to counterparty risk, including the risk that a hosting provider fails to perform its obligations, experiences operational disruptions, or becomes financially distressed. Hosting agreements may also include provisions related to curtailment, maintenance windows, capacity constraints, or other operational limitations that can affect uptime and revenue.

~~The~~Management believes that deploying equipment across multiple facilities and grid regions reduces reliance on any single site or power market. However, diversification does not eliminate the risk of correlated events, including regional grid disruptions, extreme weather events, regulatory actions, or market-wide curtailment programs. The Company’s ~~Services~~ability to expand operations depends on the availability of additional hosting capacity, power, and interconnection on acceptable terms, as well as access to capital and equipment supply.

The Thumzup® mobile App enables Creators to select from brands advertising on the App and get paid to post about the Advertiser on social media. Once the Thumzup® Creator selects the brand and takes a photo using the Thumzup® AppTreasury, ~~the Thumzup® App posts the photo~~ and a caption to the Creator’s social media accounts. The Advertiser then reviews and approves the post for payment and the Creator can cash out whenever they choose through popular digital payment systems. For the AdvertiserLiquidity, ~~the Thumzup® system enables brands to get the general public who are not professional influencers to promote their products~~ and ~~services to their friends, rather than display ads which marketers realize are less effective.~~Custody

~~With~~We ~~the~~manage ~~Thumzup®~~digital ~~App,~~assets ~~the Company is targeting~~ and ~~signing~~cash upas ~~the~~part ~~general~~of ~~public~~a ~~and~~dynamic ~~gig~~treasury ~~economy workers who like specific brands~~ and ~~present~~ ~~them~~capital ~~with~~allocation ~~opportunities~~strategy tointended be paid for posting about the brands on social media. The Company believes that its management team has the sales relationships, legal, and technology expertise for its current level of development. The Company will need to ~~add~~preserve ~~additional staff to rapidly grow the business. All source code~~capital, ~~development~~maintain ~~work~~liquidity, ~~and intellectual property performed under independent development~~ ~~or employment contracts paid for by the Company are assigned to~~ and ~~owned~~enhance bylong-term ~~Thumzup®~~value creation.

~~Intellectual~~Under ~~Property~~our hashrate marketplace monetization model, settlement is typically received in Bitcoin. Management has historically evaluated retaining Bitcoin-denominated proceeds as a treasury asset rather than immediately converting to fiat currency and expects that future treasury concentration may favor Bitcoin over time. From time to time, we may allocate a portion of Dogecoin exposure to pilot-stage, protocol-native yield opportunities within the Dogecoin ecosystem, including limited participation in Layer-2 networks. These activities remain exploratory and are not governed by a formal treasury policy adopted by our board of directors. We may modify, expand, suspend, or discontinue such pilot activities based on performance and risk assessment.

~~The~~We ~~Company~~utilize ~~owns~~institutional ~~the~~custodians ~~copyrights~~and totrading ~~the~~platforms ~~source code~~ for ~~the~~custody ~~Thumzup®~~and ~~App~~execution, onincluding ~~the~~Anchorage ~~iPhone~~Digital ~~iOS~~ and ~~Android~~Coinbase ~~operating~~Prime, ~~mobile operating systems~~and asare ~~used~~subject onto ~~the~~risks ~~majority~~associated ofwith ~~mobile~~third-party ~~phone~~custodians and ~~tablet~~trading ~~devices.~~venues, ~~The~~including ~~Company~~cybersecurity ~~also~~risk, ~~owns~~operational ~~the~~risk, ~~source code for the “backend” system~~legal ~~that~~and ~~administrates~~regulatory ~~the Thumzup® App~~risk, ~~tracks payments~~ and ~~advertising~~counterparty ~~campaigns~~risk.

~~The~~Infrastructure Thumzup® thumb logo “ ” is a registered trademark owned by Thumzup® Media Corporation, Reg. No. 6,842,424, registered Sep. 13, 2022. On April 13, 2021, the Company filed a trademark application ser. No. 90642789 with the U.S. Patent and ~~Trademark~~Power Office (“USPTO”) for the word mark THUMZUP, which was granted registration on June 21, 2022, resulting in reg. no. 6764158. Also on April 13, 2021, the Company filed a trademark application ser. No. 90642848 for the Thumzup® logo, featuring a stylized hand with an upwardly extended thumb. Meta Platforms, Inc. (which owns and operates Facebook and Instagram) initially filed opposition to the logo on June 30, 2022. Thumzup® agreed to not use the logo as a reaction to a post and Meta Platforms, Inc. subsequently withdrew their opposition on August 5, 2022 and it was dismissed without prejudice.Strategy

~~Business~~Power ~~Model~~and physical infrastructure are foundational to our operating platform. Our current compute operations are deployed primarily through third-party colocation sites that provide access to power and the environment required to run energy-intensive compute.

Advertisers purchase an ad campaign on the Thumzup® advertiser dashboard website. Once the Advertiser approves a post for payment, the platform facilitates the payment to Creators’ a monetary amount per screened post which may range from $1.00 to $1,000.00. The Thumzup® platform enables the Advertiser to screen posts so that the Advertiser only pays for posts that are commercially valuable and rewards Creators for posts that have images and text that represent the Advertiser in a positive manner.-8-

~~Per~~Management ~~Post~~evaluates ~~Fee.~~opportunities ~~Thumzup®~~to ~~Advertisers~~expand ~~are~~and, ~~charged~~where aattractive, ~~“Per~~vertically ~~Post~~integrate ~~Fee.”~~upstream Bythrough ~~way~~acquisitions ofor ~~illustration,~~developments aninvolving powered ~~Advertiser that buys 100~~land,~~000 posts~~ ~~from~~interconnection ~~Thumzup®~~capacity, toelectrical ~~pay out $10 per post to Thumzup® Creators~~infrastructure, ~~would~~or ~~purchase~~operating ~~the~~data-center ~~posts for $13~~assets.00 ~~each~~Such oropportunities ~~$1,300,000.~~may ~~The~~improve cost ~~Creators~~control inand ~~this~~strategic ~~illustration~~flexibility ~~would~~but ~~receive~~can arequire ~~total~~significant ~~of $1~~capital,~~000,000~~ permitting and ~~Thumzup®~~regulatory ~~would retain $300~~execution,~~000~~ ~~for~~and ~~its~~operational ~~services~~integration. ~~The Thumzup® platform would facilitate 100,000 posts for the Advertiser from Thumzup® Creators sharing with their friends about their endorsed products on social media.~~

~~Value~~We ~~Proposition~~do not intend to limit our long-term opportunity set to cryptocurrency-related compute. Management believes our experience operating energy-intensive compute positions the Company to evaluate other compute-enabled or infrastructure-backed opportunities.

~~The~~Competitive ~~Thumzup®~~Strengths ~~App~~and isStrategic designed to generate scalable social media authentic social media content for Advertisers. It is designed to connect Advertisers with individuals who are willing to authentically promote their products online. The Company envisions that many gig economy workers will be ideal candidates to become Creators posting on Thumzup®. Imagine a gig economy driver waiting for their next fare who takes a moment to post about the good experience they had at their lunch spot where they are waiting. Imagine a gig economy worker on a laptop at a coffee shop doing a graphic design project from a gig economy site who takes a moment to post about the coffee shop where they are working on Thumzup®. The Company believes that Thumzup® can readily provide extra income for this existing pool of gig economy workers. The Company believes these gig economy workers will be able to provide quality Thumzup® posts on social media for which Advertisers will be willing to pay.Position

~~This~~Management ~~past~~believes ~~year,~~Datacentrex ~~Thumzup~~is ~~announced~~competitively itpositioned ~~will~~within ~~soon~~the ~~offer~~Scrypt ~~payments~~compute inmarket ~~Bitcoin~~and tobroader ~~its~~digital ~~gig~~infrastructure ~~economy~~landscape ~~workforce through~~due ~~its recently launched Account Specialist Program (ASP)(1). This move~~to ~~reflects~~a ~~Thumzup’s~~combination ~~commitment to innovative compensation solutions and its recognition~~ of ~~the~~operational ~~growing~~execution, ~~demand~~capital ~~for cryptocurrency payments among gig workers. Furthermore~~availability, ~~the~~and ~~Company’s~~strategic ~~Board of Directors approved the purchase of up to $1 million in Bitcoin(2)~~relationships.

~~The~~Management ~~Thumzup®~~believes ~~App~~the ~~can~~Scrypt ~~also~~ASIC ~~facilitate~~hardware ~~digital~~market ~~word~~is currently highly concentrated, with a limited number of ~~mouth~~manufacturers ~~recommendations~~capable of ~~products~~producing Scrypt ~~and~~mining ~~services~~equipment ~~from~~at ~~people~~scale. ~~who~~As doa ~~not~~result, ~~need~~access to ~~make~~next-generation hardware may be constrained and may serve as a significant barrier ~~extra~~to ~~money~~entry ~~doing~~for ~~gigs~~new or under-capitalized participants. Furthermore, ~~who~~Datacentrex ~~are~~has indeveloped ~~fact~~long-standing ~~quite~~commercial ~~affluent.~~relationships ~~The~~with leading ~~Company~~manufacturers ~~believes~~and ~~that~~suppliers ~~many~~of ~~people~~Scrypt ~~who~~ASIC ~~are~~hardware. ~~well~~These ~~off~~relationships ~~may~~have ~~also~~historically ~~use~~enabled the ~~App~~Company to access new ~~recommend~~generations ~~products~~of equipment earlier than many market participants, secure meaningful allocation during periods of constrained supply, and deploy ~~services~~hardware at scale with greater predictability. Management believes this sourcing capability represents a strategic moat, as early access to ~~their~~next-generation ~~network~~equipment ofcan ~~friends~~materially onaffect ~~social~~operating ~~media~~economics, ~~many~~competitiveness, ofand ~~whom~~capital ~~may~~efficiency ~~also~~in bePoW ~~affluent~~compute markets.

	(1)	https://www.globenewswire.com/news-release/2024/11/19/2983475/0/en/Thumzup-to-Use-Bitcoin-for-Payments-to-Gig-Economy-Workers.html
	(2)	https://www.globenewswire.com/news-release/2024/11/15/2981922/0/en/Thumzup-Board-of-Directors-Approves-Bitcoin-as-Treasury-Reserve-Asset.html

Notwithstanding the foregoing, access to hardware alone is insufficient without the capital, infrastructure, and operational readiness to deploy it effectively. Datacentrex maintains the balance-sheet capacity, hosting relationships, and internal operational systems necessary to deploy new equipment rapidly once sourced. The Company’s ability to fund equipment purchases, coordinate logistics, and integrate new hardware into existing operations reduces deployment friction and shortens the time between capital commitment and revenue generation.

10In addition to the foregoing, Datacentrex operates a scaled fleet of Scrypt ASIC miners across multiple geographically diversified facilities. Management believes that operating at scale improves negotiating leverage with vendors and hosting providers, supports operational learning curves, and enables the Company to absorb variability in network conditions, power markets, and equipment performance more effectively than smaller operators.

~~Key~~Datacentrex’s ~~Metrics~~compute asplatform, ofcapital ~~March~~structure, 4and operational expertise provide strategic flexibility. Management believes the Company is positioned not only to scale Scrypt compute operations but also to evaluate acquisitions, ~~2025~~joint ventures, or infrastructure investments that may further enhance access to power, equipment, or operating capabilities.

Thumzup has paid out on 28,082 approved posts to 1,592 Thumzup users regarding 746 advertisers since inception.

Thumzup advertisers have grown by a 238% CAGR since March 4, 2024.

Regulatory Compliance

The Federal Trade Commission regulates and requires certain disclosures by social media influencers, specifying when disclosure is required, and how the disclosure should be presented. These rules are codified in the Code of Federal Regulations, 16 CFR Part 255. Specifically, the FTC requires that influencers disclose any financial, employment, personal, or family relationship with a brand. Influencers must disclose financial relationships and consideration paid including any money, discounted products or other benefits paid to the influencer. Creators on the Thumzup® platform are being paid to post about Thumzup® advertisers. Thumzup® puts #ad in each post made on its platform to disclose that the creator has been paid to make the post.

The Company does not believe its compliance with existing FTC regulations will have a material effect on capital expenditures, earnings and competitive position of the Company and its subsidiaries, for the current fiscal year and any other material future period.

Competition

~~The~~We ~~Company~~compete ~~has~~across ~~competitors~~multiple ~~in influencer marketing software companies as GRIN~~markets, ~~#paid,~~including ~~CreatorIQ,~~specialized ~~Mavrck,~~digital ~~Popular Pays~~compute, ~~Tribe~~digital ~~Dynamics,~~asset ~~Aspire~~mining, ~~Influenster,~~ ~~Traackr, and Skeepers. All of the above~~data-~~named~~center ~~competitor influencer marketing software is focused on influencers who see themselves as professional influencers. To the best of the Company’s knowledge~~infrastructure, ~~these~~and ~~competitors are not building platforms designed to turn social media creators into micro~~transaction-~~influencers in the manner that the Company seeks to accomplish. Rep is also an app that connects~~driven ~~brands~~capital ~~with influencers who are interesting in promoting brands~~deployment. ~~Rep’s app is different from Thumzup® because it is targeting people who consider themselves influencers.~~

~~The~~Scrypt ~~Company~~compute ~~does~~operators. ~~not~~The ~~currently~~Scrypt ~~know~~compute ofsector ~~another~~is ~~business~~less ~~that~~institutionally saturated than Bitcoin mining and is ~~seeking~~characterized toby ~~build~~a limited number of scaled operators. There are few publicly traded companies operating Scrypt compute as a ~~community~~primary line of ~~everyday~~business. ~~people~~Furthermore, from time to time, other entities have and ~~empowering~~may ~~them~~announce tostrategic ~~post about~~transactions ~~brands~~intended ~~that~~to ~~they~~establish ~~love~~Scrypt-focused platforms.

11Broader cryptocurrency miners and potential entrants. We compete indirectly with large-scale cryptocurrency miners and infrastructure operators that could allocate capital, management attention, or facility capacity into Scrypt compute or adjacent digital infrastructure. Even where their existing hardware is not interchangeable with Scrypt ASICs, larger miners may have advantages in access to capital, power procurement, facility development, operating scale, and vendor relationships. Examples of companies that may compete with us for capital, power, hosting capacity, hardware supply, and acquisition opportunities include (among others): Argo Blockchain; Bit Digital; Bitfarms; CleanSpark; Cipher Mining; Core Scientific; Hive; Hut 8; Iris Energy; Marathon Digital; Northern Data; Riot Platforms; Digi Power X; and TeraWulf.

Nevertheless, the influencer marketing industry segments are rapidly evolving and competitive, and the Company expects competition to intensify in the future with the emergence of new technologies and market entrants. The Company’s competitors may enjoy competitive advantages, such as greater name recognition, longer operating histories, substantially greater market share, established marketing relationships with, and access to, large existing advertisers and user bases, and substantially greater financial, technical and other resources. These competitors may use these advantages to offer apps or other products similar to the Company’s at a lower price, develop different products to compete with the Company’s current solutions and respond more quickly and effectively than the Company does to new or changing opportunities, technologies, standards or client requirements particularly across different cities and geographical regions. Certain competitors could also use strong or dominant positions in one or more markets to gain competitive advantage against the Company in markets in which it operates in the future. The Company believes its ability to compete successfully for users, content, and advertising and other customers depends upon many factors both within and beyond the Company’s control, including:-9-

●Digital asset ~~the~~treasury ~~popularity, usefulness, ease of use, performance~~ and ~~reliability~~yield-oriented ofcompanies. ~~the~~Certain ~~Thumzup®~~companies ~~App~~focus ~~and~~on ~~services~~digital ~~compared~~asset totreasury ~~those~~strategies ofor ~~competitors;~~ecosystem-based ~~● the ability~~yield generation, inincluding ~~and~~strategies offocused ~~itself~~on asDogecoin. ~~well~~These ascompanies ingenerally ~~comparison~~do tonot ~~the~~operate ~~ability~~energy-intensive ofcompute ~~competitors,~~fleets toat ~~develop~~scale. While ~~new~~we ~~apps,~~do ~~other~~not ~~products~~consider ~~and~~these ~~services~~companies ~~and~~direct ~~enhancements to then existing apps, products and services; ● the Company’s ad targeting and measurement capabilities, and those of its~~ competitors; ●with ~~the~~respect ~~size, composition and level of engagement of the Thumzup® App user communities relative~~ to ~~those~~our ofcompute ~~the Company’s competitors; ● the Company’s marketing and selling efforts~~operations, ~~and~~they ~~those~~may ofcompete ~~its~~indirectly ~~competitors;~~for ●investor capital ~~the pricing of the Thumzup® Apps and services relative to those of its competitors; ● the actual~~ or ~~perceived~~thematic return the Company’s customers receive from the deployment of the Thumzup® Apps within the user communities relative to returns from the Company’s competitors; and ● the Company’s reputation and brand strength relative to its competitorsexposure.

AsData-center ofinfrastructure ~~March~~owners 1,and ~~2025,~~operators. ~~The~~As ~~Company~~we ~~has~~evaluate ~~nine~~opportunities ~~(9)~~to ~~full-time~~acquire ~~employees,~~or asdevelop ~~well~~infrastructure asassets ~~eighteen (18) marketing~~upstream, ~~sales,~~we ~~and operations independent~~compete ~~contractors.~~with ~~The~~traditional ~~Company~~data-center ~~also~~developers, ~~utilizes~~owners, ~~the~~and ~~services~~operators. ofCompetition ~~approximately~~in ~~eight~~this ~~(8)~~segment ~~contract~~is ~~software~~driven ~~developers.~~by ~~Seven~~access ~~(7)~~to ofpower ~~these~~and ~~software~~interconnection, ~~developers~~speed ~~are~~of ~~third-party~~deployment, ~~contractors~~permitting and ~~are~~regulatory ~~located~~execution, ~~outside~~engineering ~~the~~capabilities, ~~United~~and ~~States~~cost of capital.

~~Legal~~Capital ~~Proceedings~~markets and acquisition competition. To the extent we pursue mergers, acquisitions, or strategic investments, we compete with private equity funds, infrastructure funds, energy developers, and strategic acquirers for attractive assets.

~~From~~Strategy time to time, the Company may become involved in litigation or other legal proceedings. The Company is not currently a party to any litigation or legal proceedings. Regardless of outcome, litigation can have an adverse impact on the Company because of defense and ~~settlement costs, diversion of management resources and other factors.~~Growth

~~Available~~Datacentrex ~~Information:~~is not positioned solely as a cryptocurrency mining company. Management views Scrypt compute as an initial operating platform that can generate cash flow and operational capabilities that may be leveraged across a broader strategic mandate.

~~Thumzup™~~We isintend ~~located~~to atmaintain ~~11845~~flexibility W.to ~~Olympic~~pursue ~~Blvd~~mergers, ~~Ste~~acquisitions, ~~1100W~~asset ~~#13~~purchases, ~~Los~~joint ~~Angeles~~ventures, CAand ~~90064.~~strategic ~~Our~~investments ~~telephone~~across ~~number~~digital infrastructure, iscompute-enabled ~~(800)~~services, ~~403~~energy-~~6150~~adjacent infrastructure, and ~~our~~other ~~Internet~~asset-backed ~~website~~operating businesses. We may evaluate ~~address~~opportunities isboth ~~www~~within and outside the digital asset ecosystem.~~ThumzupMedia~~ Management may adjust strategic focus over time in response to market conditions, regulatory developments, capital availability, and risk-adjusted return opportunities.~~com.~~

WeStrategic ~~file~~Scope ~~or furnish electronically with the U.S. Securities~~ and ~~Exchange~~Capital ~~Commission~~Allocation (“SEC”) annual reports on Form 10-K, quarterly reports on Form 10- Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act. We make copies of these reports available free of charge through our investor relations website as soon as reasonably practicable after we file or furnish them with the SEC. These reports are also accessible through the SEC website at www.sec.gov. Information contained on or accessible through our website www.thumzupmedia.com is not incorporated into, and does not form a part of, this Annual Report or any other report or document we file with the SEC, and any references to our websites are intended to be inactive textual references only.Boundaries

12The Company’s strategy is designed to preserve flexibility while maintaining discipline in capital allocation. Although Datacentrex currently operates a Scrypt-based compute platform, management does not view the Company as permanently constrained to any single protocol, asset class, or operating model. Strategic decisions, including material expansions, acquisitions, divestitures, or entry into new lines of business, are subject to oversight by the Company’s board of directors. While management evaluates a broad range of potential opportunities, the Company does not intend to deploy capital indiscriminately or to pursue speculative investments unrelated to asset-backed operating businesses. Notwithstanding the foregoing, there can be no assurance that identified opportunities will be consummated or that any strategic initiative will be successful.

~~Item~~Government ~~1A. Risk Factors.~~Regulation

An investment in our in our common stock involves a high degree of risk. The risks described below include the principal material risks to our company or to investors that are known to our company. You should carefully consider the risks described below together with the other information contained in this Form 10-K. If any of the following risks actually occur, our business, financial condition and results of operations could be materially harmed. As a result, should a trading market develop, as to which no assurance can be given, the trading price of our common stock could decline, and investors might lose all or part of their investment.Cryptocurrency

~~Risks~~Our ~~Relating~~business is subject to ~~Our~~evolving ~~Business~~laws, regulations, and regulatory scrutiny related to digital assets, data-center and energy infrastructure, environmental and power usage considerations, and public company disclosure and compliance obligations. Regulatory actions, new legislation, changes in enforcement priorities, and the interpretation of existing laws may impact our ability to operate, custody, trade, hold, or deploy digital assets and may affect counterparties we rely upon.

InBased ~~addition~~on torecent ~~the~~guidance ~~other~~from ~~information~~the inSEC, ~~this~~we ~~Annual~~do ~~Report,~~not ~~you~~believe ~~should~~that ~~carefully~~our ~~consider~~Scrypt-based ~~the~~PoW ~~following~~activities ~~factors~~are insubject ~~evaluating~~to usregistration ~~and~~under ~~our~~the Securities ~~business.~~Act ~~This~~or ~~Annual~~that ~~Report~~the onprimary ~~Form~~crypto ~~10-K~~assets ~~contains,~~that inwe ~~addition~~earn tothrough ~~historical~~our ~~information,~~activities ~~forward-looking~~or ~~statements~~otherwise ~~that~~acquire ~~involve~~are ~~risks and~~“securities” ~~uncertainties,~~within ~~some~~the meaning of ~~which~~the ~~are~~Securities ~~beyond~~Act. ~~our~~The ~~control.~~tests ~~Should~~for ~~one~~determining orwhether ~~more~~a ofparticular ~~these~~digital ~~risks~~asset ~~and~~is ~~uncertainties~~a ~~materialize~~“security” orand ~~should~~whether ~~underlying~~a ~~assumptions~~particular ~~prove~~transaction ~~incorrect~~involving digital assets requires registration under the Securities Act, ~~our~~however, ~~actual~~are ~~results~~fact-intensive, ~~could~~complex, and ~~differ~~may ~~materially~~be difficult to apply. ~~Factors~~If ~~that~~it ~~could~~is ~~cause~~determined in the future that one or ~~contribute~~more todigital ~~such~~assets ~~differences~~in ~~include,~~which we transact or that we hold ~~but~~in ~~are~~our ~~not~~treasury ~~limited~~is toa security, ~~those~~or ~~discussed~~that ~~below,~~the astypes ~~well~~of astransactions ~~those~~we ~~discussed~~conduct ~~elsewhere~~or may conduct in ~~this~~the ~~Form~~future ~~10-K,~~require ~~including~~registration with the SEC, ~~documents~~it ~~incorporated by~~could ~~reference~~have a material adverse effect on our business and operations.

~~There~~Our ~~are~~operations ~~risks~~may ~~associated~~also ~~with~~be ~~investing~~affected inby ~~companies~~utility ~~such~~regulation, asinterconnection ~~ours~~and ~~who~~grid ~~are~~constraints, ~~primarily~~demand ~~engaged~~response ~~in research~~ and ~~development.~~curtailment ~~In addition to risks~~programs, ~~which~~environmental ~~could apply to any company or business~~regulation, ~~you~~and ~~should~~permitting ~~also~~requirements ~~consider~~applicable ~~the~~to ~~business~~energy-intensive ~~we are in and the following:~~operations.

~~The Company is a recently formed company with an unproven business plan, has not yet established profitable operations and has generated minimal revenue.~~-10-

~~The~~Intellectual Company has principally funded its operations through the sale of equity and equity instruments, including sales of common stock of $7,339,477 and $1,573,891, net offering costs, along with sales of preferred stock of $805,000 and $0, during the years ended December 31, 2024 and 2023, respectively. As the Company moves forward in developing its technology and commercializing the Thumzup® mobile application (the “Thumzup® App” or “App”), or as it responds to potential opportunities and/or adverse events, the Company’s working capital needs may change. Pending its ability to generate adequate cash flow, as to which no assurance can be given, the Company likely will continue to incur significant losses in the foreseeable future for various reasons, including unforeseen expenses, difficulties, complications, and delays, and other unknown events. As a result, the Company will require additional funding to sustain its ongoing operations and to continue its research and development activities. The Company cannot assure that its available funds will be sufficient to meet its anticipated needs for working capital and capital expenditures through any period of twelve months.Property

~~The~~Datacentrex ~~Company’s~~does ~~ability~~not torely ~~generate~~on ~~positive~~patents ~~cash~~or ~~flow~~licensed ~~will~~proprietary beprotocols ~~dependent~~to ~~upon~~conduct its ~~ability~~operations. toHowever, ~~recruit~~the ~~and~~Company ~~retain~~has ~~Advertisers~~developed and ~~Creators.~~maintains ~~The~~proprietary ~~Company~~internal ~~can~~software ~~give~~systems nothat ~~assurances~~are itintegral ~~will~~to ~~generate sufficient cash flows in~~ the ~~future to satisfy its liquidity requirements or sustain continuing operations~~operation, ~~or that additional funding~~monitoring, ifand ~~required,~~management ~~will~~of beits ~~available~~compute ~~when~~infrastructure ~~needed~~and related ~~or, if available, on favorable terms~~assets.

~~The~~These ~~Company’s~~internal ~~ability~~systems toare ~~generate~~designed ~~positive cash flow will be dependent upon its ability~~ to ~~recruit~~support ~~and~~real-time ~~retain Advertisers~~ and ~~Creators. The~~near-real-time ~~Company~~monitoring ~~can~~of ~~give~~site-level noand ~~assurances~~fleet-level ~~it will generate sufficient cash flows in the future to satisfy its liquidity requirements or sustain continuing~~ operations, ~~or that additional funding~~including, among ifother ~~required, will be available when needed or, if available, on favorable terms.~~things:

13● monitoring miner status and uptime across facilities; ● identifying non-functioning or underperforming miners; ● managing pool and marketplace connectivity and routing; ● tracking hashrate output and revenue throughput; ● monitoring power usage and site-level electrical performance; and ● maintaining inventory tracking for deployed, staged, and inactive equipment.

~~The~~Management ~~Company~~believes ~~was~~these ~~formed~~internally indeveloped ~~October~~systems ~~2020~~improve operational responsiveness, reduce downtime, support efficient troubleshooting, and enhance ~~has~~visibility into fleet performance and asset utilization. While such software does not ~~yet~~eliminate ~~established~~operational ~~profitable~~risk, ~~operations~~it ~~and~~is ~~has~~intended to ~~generated~~support ~~nominal~~disciplined ~~revenue~~execution at scale.

~~For~~In ~~the year ended December 31~~addition, ~~2024,~~the weCompany ~~incurred~~relies on a ~~net~~combination ~~loss available to shareholders~~ of ~~$3,999,905~~internally ~~primarily~~developed ~~due~~tools toand third-party software ~~research~~ and ~~development~~ ~~expenses~~services offor ~~$244~~monitoring,~~909~~ fleet management, ~~marketing~~cybersecurity, ~~expenses~~data ~~of $1~~aggregation,~~395,961,~~ and ~~general~~operational ~~and administrative expenses of $653,611~~administration. ~~For~~Datacentrex ~~the~~takes ~~year ended~~steps ~~December~~intended ~~31, 2023, we incurred a net loss available~~ to ~~shareholders~~protect ofits ~~$3,324,180~~internally developed ~~primarily due to~~ software ~~research~~ and ~~development expenses~~data ofthrough ~~$513,088,~~access ~~marketing~~controls ~~expenses~~and ofsecurity ~~$855~~practices,~~270,~~ ~~professional~~although ~~and~~it ~~consulting~~does ~~expenses~~not ofhold ~~$727,554,~~registered ~~and~~intellectual ~~general and administrative~~property ~~expenses~~rights ofin ~~$395,624~~such systems.

~~The Company may not generate sufficient cash flows to cover its operating expenses.~~Employees

As of ~~noted~~April ~~previously~~13, ~~the~~2026, ~~Company~~we ~~has~~had ~~incurred~~two ~~operating~~full-time ~~losses~~employees, ~~since~~as ~~inception~~well ~~and~~as ~~expects~~nine toinvestor ~~continue~~relations, toaccounting, ~~incur~~legal ~~losses~~and asoperations aindependent contractors. ~~result~~We ~~of expenses~~are ~~related~~not a party to ~~research~~any ~~and~~collective ~~continued~~bargaining ~~development~~agreements. ofWe ~~its~~believe ~~technology,~~that ~~marketing~~we ~~expense,~~maintain ~~and~~good ~~corporate~~relations ~~general~~with ~~and~~our ~~administrative expenses~~employees.

~~The~~Available Company has principally funded its operations through the sale of equity and equity instruments, including sales of common stock of $7,339,477 and $1,573,891, net offering costs, along with sales of preferred stock of $805,000 and $0, during the years ended December 31, 2024 and 2023, respectively.Information

AsOur website address is www.datacentrex.com. The contents of, ~~December~~or 31information accessible through, ~~2024~~our website are not part of this Annual Report, and our website address is included in this document as an inactive textual reference only. We make our filings with the ~~Company~~U.S. ~~had~~Securities and ~~total~~Exchange ~~Shareholders’~~Commission ~~equity~~(“SEC” ofor $4“Commission”),~~767~~ including our Annual Reports on Form 10-K,~~261~~ Quarterly Reports on Form 10-Q, anCurrent ~~accumulated~~Reports ~~deficit~~on Form 8-K and all amendments to those reports, available free of $9charge on our website as soon as reasonably practicable after we file such reports with,~~691~~ or furnish such reports to,~~708,~~ the SEC. The public may read and ~~cash~~copy the materials we file ~~and~~with ~~cash~~the ~~equivalents~~SEC ofat ~~approximately~~the $4SEC’s Public Reference Room at 100 F Street,~~680~~ NE,~~840~~ Washington, DC 20549. ~~Although~~The ~~the~~public ~~Company~~may ~~had~~obtain ~~cash~~information on the ~~hand~~operation of $4the Public Reference Room by calling the SEC at 1-800-SEC-0330. Additionally,~~680~~ the SEC maintains an Internet site that contains reports,~~840~~ asproxy and information statements and other information. The address of ~~December~~the ~~31,~~SEC’s ~~2024,~~website ~~there~~ is nowww.sec.gov. ~~assurance~~The information ~~that~~contained ~~these~~in ~~funds~~the ~~will~~SEC’s ~~prove~~website ~~adequate~~is ~~beyond~~not ~~twelve~~intended ~~months~~to be a part of this Annual Report.

In the event that the Company is unable to generate sufficient cash from its operating activities or raise additional funds, it may be required to delay, reduce or severely curtail its operations or otherwise impede the Company’s on-~~going business efforts, which could have a material adverse effect on its business, operating results, financial condition and long~~11-~~term prospects.~~

~~Security~~Item ~~breaches~~1a. ~~and~~risk ~~other disruptions could compromise the Company’s information and expose it to liability, which would cause its business and reputation to suffer.~~factors

InAn ~~the~~investment ~~ordinary~~in ~~course~~our ofcommon ~~the~~stock ~~Company’s~~involves ~~business,~~a ithigh ~~may~~degree ~~collect~~of ~~and~~risk. ~~store~~You ~~sensitive~~should ~~data,~~carefully ~~including~~consider ~~intellectual~~the ~~property,~~following ~~proprietary business~~risk ~~information,~~factors ~~proprietary business information of its customers, including, credit card~~ and ~~payment~~the ~~information, and personally~~other ~~identifiable~~ information ofin ~~customers and employees. The secure processing, maintenance, and transmission of~~ this ~~information~~Annual isReport ~~critical to~~before ~~the~~investing ~~Company’s~~in ~~operations~~our ~~and~~common ~~business strategy~~stock. AsOur ~~such,~~business ~~the Company is subject to federal, state, provincial~~ and ~~foreign~~results ~~laws regarding privacy and protection~~ of ~~data.~~operations ~~Some~~could ~~jurisdictions~~be ~~have~~seriously ~~enacted laws requiring companies to notify individuals of data security~~harmed ~~breaches~~by ~~involving~~any ~~certain types~~ of ~~personal data and~~ the ~~Company’s~~following ~~agreements~~risks. ~~with~~The ~~certain~~risks ~~customers~~set ~~require~~out itbelow toare ~~notify~~not ~~them in~~ the ~~event~~only ofrisks awe ~~security incident~~face. ~~Evolving~~Additional ~~regulations~~risks ~~regarding personal data~~ and ~~personal~~uncertainties ~~information,~~not ~~in the European Union and~~currently ~~elsewhere,~~known ~~including, but not limited~~ to, ~~the~~us ~~General~~or ~~Data~~that ~~Protection~~we ~~Regulation~~currently ~~(GDPR),~~deem ~~and the California Consumer Privacy Act of 2018, especially relating~~ to ~~classification~~be ofimmaterial IPalso ~~addresses,~~may ~~machine~~materially ~~identification,~~adversely ~~location~~affect ~~data~~our ~~and other information~~business, ~~may~~financial ~~limit~~condition and/or ~~inhibit~~ ~~the~~operating ~~Company’s ability to operate or expand its business~~results. ~~Such~~If ~~laws~~any ~~and~~of ~~regulations require or may require~~ the ~~Company~~following orevents ~~its customers to implement privacy and security policies~~occur, ~~permit~~our ~~consumers to access~~business, ~~correct~~financial orcondition ~~delete~~and ~~personal~~results ~~information~~of ~~stored~~operations orcould ~~maintained~~be bymaterially ~~the~~adversely ~~Company~~affected. orIn ~~its~~such ~~customers~~case, ~~inform~~the ~~individuals~~value ofand ~~security~~trading ~~incidents~~price ~~that~~of ~~affect~~our ~~their~~common ~~personal~~stock ~~information~~could decline, and, inyou ~~some~~may ~~cases,~~lose ~~obtain consent~~all toor ~~use~~part ~~personal~~of ~~information for specified purposes~~your investment.

~~The~~Risks ~~Company~~Related ~~intends~~ to ~~take~~our reasonable steps to protect the security, integrity and confidentiality of the information it collects, uses, stores, and discloses, and it takes steps to strengthen its security protocols and infrastructure, however, the Company’s information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance, or other disruptions. The Company also could be negatively impacted by software bugs or other technical malfunctions, as well as employee error or malfeasance. Advanced cyber-attacks can be multi-staged, unfold over time, and utilize a range of attack vectors with military-grade cyber weapons and proven techniques, such as spear phishing and social engineering, leaving organizations and users at high risk of being compromised. Any such access, disclosure, or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, regulatory penalties, a disruption of the Company’s operations, damage to its reputation, a loss of confidence in the Company’s business, early termination of its contracts and other business losses, indemnification of its customers, liability for stolen assets or information, increased cybersecurity protection and insurance costs, financial penalties, litigation, regulatory investigations and other significant liabilities, any of which could materially harm and adversely affect the Company’s business, revenues, and competitive position.Business

14We are an early-stage company with limited operating history.

~~The~~We ~~Company~~are isan ~~dependent~~early-stage oncompany ~~third~~currently ~~parties~~and have a limited operating history. We have not maintained consistent profitability from period to period, ~~among~~and ~~other~~no ~~things,~~assurances ~~maintain~~can ~~its~~be ~~servers,~~made ~~provide~~that we will achieve consistent profitability in the ~~bandwidth~~near ~~necessary~~future, toif ~~transmit~~ever. ~~content~~Accordingly, you ~~and~~should ~~utilize~~consider our business prospects in light of the ~~content~~costs, ~~derived~~uncertainties, ~~therefrom~~delays, ~~for~~and difficulties frequently encountered by companies in the ~~potential~~early ~~generation~~stages of ~~revenues~~development. Potential investors should carefully consider the risks and uncertainties that a company with a limited operating history will face. In particular, potential investors should consider that we may be unable to:

~~The Company~~● ~~depends~~successfully onimplement third-party service providers, suppliers, and licensors to supply some of the services, hardware, software, and operational support necessary to provide some of its products and services. Some of these third parties do not have a long operating history or ~~may not~~execute beour ~~able~~business ~~to continue to supply the equipment and services the Company desires in the future. If demand exceeds these vendors’ capacity~~plan, or ifdemonstrate ~~these~~that ~~vendors~~our ~~experience~~business ~~operating~~plan oris ~~financial~~sound; ~~difficulties~~● oradjust ~~are otherwise unable~~ to ~~provide~~changing ~~the~~conditions ~~equipment~~ or ~~services the~~keep ~~Company~~pace ~~needs~~with inincreased ademand; ~~timely~~● ~~manner,~~attract ~~at its specifications~~ and atretain ~~reasonable~~an ~~prices,~~experienced ~~the~~management ~~Company’s~~team; ~~ability to provide some products and services might be materially adversely affected,~~ or ~~the~~● ~~need~~raise tosufficient ~~procure~~funds ~~or develop alternative sources of the affected materials or services might delay its ability~~ to ~~serve~~effectuate ~~its~~our ~~users. These events could materially and adversely affect the Company’s ability to retain and attract users, and have a material negative impact on its operations,~~ business, ~~financial results, and financial condition~~plan.

~~Because~~We ~~the~~have ~~Company~~a ~~does~~short ~~not~~operating ~~intend~~history ~~to pay any cash dividends on its shares of common stock~~ in the ~~near~~cryptocurrency ~~future~~mining space, ~~shareholders~~and ~~will~~our ~~not~~new bebusiness ~~able to~~is ~~receive~~subject to a ~~return~~number onof ~~their~~significant ~~shares~~risks ~~unless~~ and uncertainties ~~until~~which ~~they~~affect ~~sell~~its ~~them~~future viability.

~~The~~As ~~Company~~of ~~intends~~December to31, ~~retain~~2025, aDoge ~~significant~~had ~~portion~~invested ofapproximately ~~any~~$29 ~~future~~million ~~earnings~~towards ~~to finance~~ the development, ~~operation and expansion~~ of its ~~business. The~~new ~~Company~~cryptocurrency ~~does~~mining ~~not anticipate paying any cash dividends on its Common Stock in the near future~~business. ~~The declaration, payment, and amount~~ ofDoge ~~any~~entered ~~future~~into ~~dividends~~agreements ~~will be made at the discretion of the Company Board of Directors,~~ and ~~will~~arrangements ~~depend~~for ~~upon,~~equipment ~~among other things, the results of operations, cash flows,~~ and ~~financial~~services ~~condition,~~but ~~operating~~has ~~and~~only ~~capital~~recently ~~requirements,~~commenced ~~and~~cryptocurrency ~~other~~mining ~~factors as its Board of Directors considers relevant~~operations. ~~There is no assurance that future dividends will be paid, and, if dividends are paid, there is no assurance with~~ ~~respect~~Among to the ~~amount~~risks ofand ~~any~~uncertainties ~~such~~applicable ~~dividend. Unless the Board of Directors determines~~ to ~~pay dividends, Shareholders will be required to look to appreciation of~~ the Company’s ~~Common~~and ~~Stock~~its tooperations ~~realize a gain on their investment. There can be no assurance that this appreciation will occur.~~are:

~~The Company~~● isIn ~~dependent~~July onof ~~key~~2025, ~~personnel~~Doge acquired approximately 3,100 application-specific integrated circuit computer miners from USDE; ● On September 24, 2025, prior to the acquisition, we loaned $2.5 million at a rate of 8% per annum to Doge, which was anticipated to support the addition of more than 500 new ASIC miners; ● We will rely upon a third-party to conduct most of our mining operations and will have very limited control over our operations; ● There are a limited number of available miners or cryptocurrency computers and the demand from competitors is fierce;

The Company’s continued success will depend, to a significant extent, on the services of its Directors, executive management team, and key personnel – including Chairman and Chief Executive Officer Robert Steele. If one or more of these individuals were to leave, there is no guarantee the Company could replace them with qualified individuals in a timely or economically satisfactory manner or at all. The loss or unavailability of any or all of these individuals could harm the Company’s ability to execute its business plan, maintain important business relationships and complete certain product development initiatives, which would have a material adverse effect on its business, results of operations and financial conditions.-12-

~~The Company~~● Because of supply chain disruptions including those relating to computer chips, we could encounter delivery delays or other difficulties with the purchase, installation and operation of our mining equipment at our facilities, which would adversely affect our ability to generate material revenue from operations; ● There are a growing number of well capitalized cryptocurrency mining companies, which competitors have significant capital resources, a large supply of miners, and management with significant experience in cryptocurrency mining; ● 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 ~~successfully~~liquidate ~~execute~~our holdings of cryptocurrencies at its desired prices if a material decline in market prices occurs and this could negatively impact our future financial condition; ● We have not planned to hedge the ~~business~~conversion ~~plan~~of any of our sales of cryptocurrencies; and ● Historical performance of cryptocurrencies is not indicative of their future price performance.

~~The~~For ~~Company~~all ~~is raising significant amounts~~ of ~~capital~~these inreasons, ~~order~~our tocryptocurrency ~~scale~~mining ~~its operations. This will allow the Company to expand its operations and continue to build out its~~ business ~~model.~~may ~~There~~not ~~is no guarantee that the Company will~~ be ~~able~~successful ~~to achieve or sustain the foregoing within the anticipated timeframe, or at all - even though the Company’s Directors~~ and ~~Officers~~you ~~are industry professionals. The Company~~ may ~~exceed~~lose ~~the~~all ~~budget, encounter obstacles in development activities, or be hindered or delayed in implementing the Company’s plans, any~~ of ~~which~~your ~~could imperil the Company’s ability to execute its business plan~~investment.

~~The~~Failure ~~Company~~of iscritical asystems ~~new~~related ~~company~~to ~~with~~our aofferings ~~brief operating history, no revenue~~ and/or aninfrastructure ~~untested~~could ~~business~~have ~~plan~~a ~~which~~material ~~may~~adverse ~~not~~effect beon ~~accepted~~our inbusiness, ~~the~~financial ~~markets~~condition, inand ~~which~~results itof ~~intends to operate~~operations.

The ~~Company~~critical ~~was~~systems ~~formed~~related to our offerings and infrastructure are subject to failure. Failure of any of our or our colocation hosts’ critical systems, including a breakdown in ~~Nevada~~critical plant, equipment or services, routers, switches or other equipment, power supplies, or network connectivity, whether or not within our control, could result in ~~October~~service ~~2020~~interruptions to us and/or ~~will~~damage ~~encounter~~to ~~difficulties~~equipment, ~~including~~which could ~~unforeseen~~significantly ~~difficulties~~disrupt asbusiness anoperations, ~~early-stage~~harm ~~company~~our reputation, and reduce our revenue. The destruction or severe impairment of inany ~~establishing~~of the ~~credibility~~facilities ofwhere ~~its~~our ~~brand~~equipment ~~and~~is ~~service~~hosted could result in significant downtime.

15Our or our colocation hosts’ infrastructure and offerings are subject to temporary or permanent interruption by factors that include but are not limited to:

~~The Company~~● ~~will~~power ~~incur~~loss ~~net~~or ~~losses~~plant indowntimes; ~~the~~● ~~foreseeable~~equipment ~~future~~failure; if● ithuman iserror ~~unable~~and toaccidents; ~~anticipate~~● ~~market~~theft, ~~trends~~sabotage, and ~~match~~vandalism, ~~its~~including ~~service~~security ~~offerings~~breaches ~~to market~~of ~~patterns.~~infrastructure; ~~The~~● ~~Company’s~~failure ~~business~~by ~~strategy~~us isor ~~unproven,~~our ~~and~~suppliers itto ~~may~~provide ~~not~~adequate beservice ~~successful~~or inmaintain ~~addressing~~equipment ~~early-stage~~and ~~challenges, such~~buildings; as● ~~establishing~~network ~~the~~connectivity ~~Company’s~~downtime ~~position in the market~~ and ~~developing~~fiber ~~effective~~cuts; ~~marketing~~● ofservice ~~its~~interruptions ~~Thumzup®~~resulting ~~App.~~from Toserver ~~implement its~~relocation; ~~business~~● ~~plan,~~security ~~the~~breaches ~~Company~~of ~~may~~infrastructure; be● ~~required~~improper toor ~~obtain~~inadequate ~~additional~~building ~~financing~~maintenance; ~~but~~● ~~cannot~~physical, ~~guaranty~~electronic, ~~that~~and ~~such~~cybersecurity ~~additional~~breaches; ~~financing~~● ~~will be~~animal ~~available.~~incursions;

The Company’s prospects must be considered highly speculative, considering the risks, expenses, and difficulties frequently encountered in the establishment of a new business with an unproven business plan, specifically the risks inherent in developmental stage companies seeking to have mobile app users with limited number social media followers endorse products or services at a level that Advertisers will seek to fund and support. The Company expects to continue to incur significant operating and capital expenditures and, as a result, it expects significant net losses in the future. The Company cannot assure that it will be able to achieve positive cash flow operations or, if achieved, that positive cash can be maintained for any significant period, or at all.-13-

~~Although the~~● ~~Company~~fire, ~~believes~~earthquake, ~~that~~hurricane, ~~its business strategy addresses an underserved but significant niche of market segment utilizing important Creators or consumers whom it defines as “micro-influencers~~tornado,” ~~the Company may not be successful in the implementation of its business strategy or its business strategy may not be successful~~flood, ~~either of which will impede the Company’s development~~ and ~~growth.~~ ~~The~~other ~~Company’s~~natural ~~business~~disasters ~~strategy~~as ~~involves~~well ~~attracting~~as aexposure ~~large~~to ~~number~~extreme oftemperatures ~~Creators who are active in social media~~ and ~~who~~water ~~are willing~~damage; to● ~~make~~extreme ~~recommendations~~temperatures; ~~over~~● ~~the~~water ~~Thumzup®~~damage; ~~App~~● ~~with~~public ~~Advertisers~~health ~~who~~crises, ~~find~~such ~~the~~as ~~Company’s~~pandemics ~~service~~and ~~cost~~epidemics; ~~effective in generating sales~~ and ~~market~~● ~~support.~~military ~~The~~conflict, ~~Company’s~~terrorism ~~ability~~or toother ~~implement~~geopolitical ~~this business strategy is dependent on its ability to:~~events.

●The occurrence ~~predict~~of ~~concerns~~any of ~~Advertisers;~~these ●events ~~identify~~may ~~and~~have ~~engage Advertisers; ● convince~~ a ~~large~~material ~~number~~adverse ofeffect ~~end~~on ~~users~~our tobusiness, ~~adopt~~financial ~~the~~condition, ~~Thumzup®~~and ~~App;~~results ●of ~~establish~~operations. Moreover, ~~brand~~service ~~recognition~~interruptions and ~~customer~~equipment ~~loyalty;~~failures ~~and~~may ●expose ~~manage~~us ~~growth~~to inpotential ~~administrative~~legal ~~overhead costs during the initiation of the Company’s business efforts~~liability.

~~The~~Our ~~Company~~operations ~~does~~are ~~not~~concentrated ~~know~~across ~~whether~~a itlimited ~~will~~number beof ~~able~~third-party tocolocation ~~successfully~~facilities, ~~implement~~and ~~its~~an ~~business~~outage, ~~strategy~~service degradation, or ~~whether~~operational disruption ~~the~~at ~~Company’s~~any ~~business strategy~~one ~~will~~facility ~~ultimately~~could bematerially ~~successful~~reduce our hashrate and revenue. InBecause ~~assessing~~our ~~the~~mining ~~Company’s~~equipment is deployed in third-party environments, our ability to ~~meet~~prevent, ~~these challenges~~detect, aand ~~potential~~remediate ~~Investor~~certain ~~should consider~~events ~~the~~may ~~Company’s~~be ~~lack~~constrained ofby ~~operating~~the ~~history~~policies, ~~and~~procedures, ~~brand~~staffing, maintenance ~~recognition~~practices, ~~its~~security ~~focus~~posture, onand ~~nano~~incident-~~influencer~~response ~~Creators,~~timelines ~~management’s relative~~of ~~inexperience~~our colocation hosts and their upstream providers. In addition, relocating ~~the~~or ~~competitive~~redeploying ~~conditions~~mining ~~existing~~equipment inat ~~its~~scale ~~industry~~can be time-consuming and ~~general~~costly ~~economic~~due ~~conditions~~to ~~and~~logistical ~~consumer~~constraints, ~~discretionary~~limited near-term ~~spending~~capacity ~~habits.~~in ~~The~~comparable ~~Company’s~~facilities, ~~growth~~permitting isor ~~largely~~interconnection ~~dependent~~lead ontimes ~~its~~applicable ~~ability~~ to ~~successfully~~hosts, ~~implement~~shipping ~~its~~delays, ~~business~~and ~~strategy.~~the ~~The~~need to reconfigure ~~Company’s~~infrastructure, ~~revenue~~all ~~may~~of bewhich ~~adversely~~could ~~affected~~extend ifdowntime itand ~~fails~~increase tocosts. ~~implement~~Any ~~its~~prolonged ~~business~~interruption, ~~strategy~~reduced availability, or ifinability to ~~the~~promptly ~~Company~~transition ~~diverts resources~~ to an alternative hosting solution could have a material adverse effect on our business, ~~strategy~~financial ~~that~~condition, and ~~ultimately~~results ~~proves~~of ~~unsuccessful~~operations.

~~The~~Our ~~Company~~business ~~has~~may ~~not~~be ~~yet~~heavily ~~established~~impacted ~~brand~~by ~~identity~~geopolitical, social, economic, and ~~customer~~other ~~loyalty~~events and circumstances in the United States, or elsewhere.

~~The~~Our ~~Company~~business ~~believes~~may ~~that~~be ~~establishing~~heavily impacted by geopolitical, social, economic, and ~~maintaining~~other ~~brand~~events ~~identity~~and circumstances in the United States, and ~~brand~~elsewhere. These ~~loyalty~~include isnatural ~~critical~~disasters, tohealth ~~attracting~~pandemics (like the COVID-19 pandemic), geopolitical tensions sanctions or other restrictive actions, interest rate fluctuations, inflationary issues and ~~retaining~~associated ~~active~~changes ~~users~~in monetary policy or potential economic recession, commodity toprices, ~~the~~legislative ~~Thumzup®~~and ~~App~~regulatory ~~program~~changes, foreign currency fluctuations, international tariffs, fluctuations in capital markets, and broad trends in industry and finance. InFor ~~order~~example, toequipment ~~attract~~necessary ~~Thumzup®~~for ~~App~~our ~~Creators~~operations toand our offerings is manufactured in large part outside of the ~~Company’s~~United ~~program~~States. ~~quarter~~There ~~over~~is ~~quarter,~~currently significant uncertainty about the future relationship between the United States ~~Company~~and ~~may~~other ~~need~~countries, toincluding ~~spend~~Canada, ~~substantial~~Mexico, ~~funds~~China, tothe ~~create~~European Union, and ~~maintain~~others, ~~brand~~with ~~recognition~~respect ~~among~~to ~~Thumzup®~~trade ~~App~~policies, ~~users~~treaties, tariffs, and taxes. IfThese ~~the~~events ~~Company’s branding~~and ~~efforts~~circumstances are largely outside of our influence and control and, while the impact of such events or circumstances is not ~~successful~~presently known, ~~its~~any ~~ability~~of tothem ~~earn~~could ~~revenues~~adversely ~~and~~affect ~~sustain~~our ~~its~~business, ~~operations~~financial ~~will~~condition, beand ~~materially~~results ~~impaired~~of operations.

~~Promotion~~We ~~and~~face ~~enhancement~~significant ofcompetition the Thumzup® App will also depend on the Company’s success in consistently providing high-quality, ease-of-use, fun-to-share products or recommended services to the Company’s App users. Since the Company relies on technology partners to provide portions of the service to its customers, if the Company’s suppliers do not send accurate and ~~timely~~may ~~data, or if its customers do~~ not ~~perceive the products it offers as attractive or superior, the value of the Thumzup® brand could~~ be ~~harmed.~~able ~~Any brand impairment or dilution could decrease the attractiveness of Thumzup®~~ to ~~one~~compete oreffectively ~~more~~against ofour ~~these~~current ~~groups, which could harm the Company’s business, results of operations~~ and ~~financial~~future ~~condition~~competitors.

16The industries in which we operate are highly competitive and continuously evolving. We expect competition to further intensify as existing and new competitors introduce new offerings or enhance existing offerings and as the industries that we operate in continue to grow. As we continue to expand in our existing markets and enter new markets, we compete against an increasing number of companies operating both within North America and abroad, that may be more established or have greater financial and other resources and/or expertise.

~~The Company cannot assure investors that the Thumzup® App will be accepted.~~-14-

~~Anticipation~~Driven ofby ~~demand~~the ~~and~~proliferation ~~market acceptance~~ of ~~service~~energy-intensive ~~offerings~~applications ~~are~~such ~~subject~~as tocryptocurrency amining and high-performance ~~level~~computing of(“HPC”), demand ~~uncertainty~~for ~~and~~energy ~~challenges~~capacity continues to ~~implementation~~outpace supply. ~~The success~~For ofexample, ~~the~~HPC ~~Company’s~~workloads ~~service~~require ~~offerings~~high-density ~~primarily~~infrastructure ~~depends~~with oncapacity demands ~~the~~multiples ~~interest~~greater ofthan ~~Creators~~legacy ~~joining~~data ~~its~~centers ~~service~~can provide, aswhile tocryptocurrency ~~which~~mining itremains ~~cannot assure~~a tocompetitive ~~prospective~~market ~~Investors.~~that Inrequires operational ~~general,~~efficiency ~~achieving~~and ~~market~~low-cost ~~acceptance~~energy ~~for~~at ~~the~~scale. ~~Company’s~~At ~~services~~the ~~will~~same ~~require~~time, ~~substantial~~supply ~~marketing efforts~~chain disruptions and ~~the~~regulatory ~~expenditure~~constraints ofhave ~~significant~~extended lead ~~funds,~~times ~~the~~for ~~availability~~critical ofinfrastructure, ~~which~~including ~~the~~graphics ~~Company~~processing ~~cannot~~units ~~be assured~~(“GPUs”), toapplication-specific ~~create~~integrated ~~awareness~~circuits (“ASICs”), generators, and ~~demand among customers~~transformers. ~~The~~Grid ~~Company~~interconnection ~~has~~bottlenecks ~~limited~~have ~~financial,~~further ~~personnel~~constrained ~~and~~access ~~other resources~~ to ~~undertake~~power ~~extensive~~and ~~marketing~~digital infrastructure ~~activities~~development. ~~Accordingly~~In this evolving landscape, no ~~assurance~~we ~~can~~compete bedirectly ~~given~~with ascloud toservices ~~the~~providers, ~~acceptance~~digital ofinfrastructure ~~the~~developers, and ~~Thumzup®~~large-scale ~~App~~cryptocurrency ~~services~~miners. orThe ~~the~~nature ~~Company’s~~of ~~ability~~competition tovaries ~~generate~~across the ~~revenues necessary~~layers toof ~~remain~~our ~~in business.~~platform:

~~A better~~● ~~financed~~Power: ~~competitor~~We ~~may~~compete ~~enter~~primarily ~~the~~for ~~marketplace,~~access ~~cause~~to ~~the~~powered ~~Company’s~~land ~~market~~and ~~share~~pre-powered orcolocation ~~acceptance~~offerings; ~~rates~~and to● ~~plummet~~Compete: ~~and~~We ~~adversely affect~~compete ~~its~~primarily ~~ability~~for, tospecialized ~~sustain~~hardware, ~~viable~~and ~~operations~~Scrypt rewards.

~~While~~We ~~platforms~~ are insubject ~~operation for professional or large-scale influencers,~~ to ~~the~~risks ~~Company’s~~associated ~~knowledge~~with noour ~~other~~need company is currently offering Advertisers a scalable platform to activate everyday end-user micro-influencers who do not possess a large legion of followers. The success of the Company’s service offerings primarily depends on the interest of Creators and Advertisers joining its service, as opposed to a similar service offered by a competitor catering to celebrities or other large-scale influencers. If a direct competitor having greater human and cash resources enters the market targeting micro-influencers, the Company’s achieving market acceptance for ~~the Thumzup® App may require additional marketing efforts and the expenditure of~~ significant ~~funds~~electrical ~~to create awareness and demand among customers~~power. The Company has limited financial, personnel and other resources to undertake additional marketing activities. Accordingly, the Company may be unable to compete, its operations may suffer, and it may suffer greater losses.

~~Although~~Our ~~the~~operations ~~Company~~require ~~may~~significant ~~own~~amounts ~~various~~of ~~intellectual~~electrical ~~property~~power ~~rights~~and our business, ~~these~~financial ~~rights~~condition, and results of operations may ~~not~~be ~~provide~~impacted by itthe unavailability of power and price fluctuations in the power market. Market prices for power, capacity, and other ancillary services applicable to our colocation hosts are unpredictable and tend to fluctuate substantially. Unlike most other commodities, electric power can only be stored on a very limited basis and generally must be produced concurrently with ~~any~~its ~~competitive~~use. ~~advantage~~As a result, power prices are subject to significant volatility due to supply and demand imbalances, especially in the day-ahead and spot markets. Power availability and prices may also be materially impacted by other factors outside of our control, including:

~~The Company~~● ~~uses~~changes ~~“Thumzup®”~~in generation capacity in our markets, including changes in the supply of power as a ~~brand~~result ~~name,~~of ~~however~~the itdevelopment ~~cannot~~of ~~assure~~new ~~prospective~~plants, ~~Investors~~expansion ~~that~~or reduction of existing plants, the ~~services~~continued itoperation ~~sells~~of uneconomic power plants due to state subsidies, or ~~that~~ ~~its~~additional ~~brand~~or ~~name~~reduced ~~will~~transmission ~~not~~capacity; ~~infringe~~● onenvironmental ~~the~~regulations ~~intellectual~~and ~~property~~legislation; ~~rights~~● ofelectric ~~others~~supply disruptions, including plant outages and transmission disruptions; ● changes in power transmission infrastructure; ● fuel price volatility; ● fuel transportation capacity constraints or ~~that~~inefficiencies; ~~the~~● ~~Company’s~~development ~~assertions~~of new fuels, new technologies, and new forms of ~~intellectual property~~competition ~~rights~~for ~~will~~the beproduction ~~enforceable~~of orpower; ~~provide~~● ~~protection~~changes ~~against~~in ~~competitive~~law, ~~products~~including orjudicial ~~otherwise~~decisions; be● ~~commercially~~weather ~~valuable.~~conditions, ~~Moreover~~including extreme weather conditions and seasonal fluctuations, ~~enforcement~~ including the effects of ~~intellectual~~climate ~~property~~change; ~~rights~~● ~~typically~~changes ~~requires~~in ~~time-consuming~~commodity prices and ~~costly~~the ~~litigation~~supply of commodities, including natural gas, coal, and oil; ● changes in the ~~Company~~demand ~~cannot~~for ~~assure~~power ~~that others~~or ~~will~~in ~~not~~patterns ~~independently~~of ~~develop~~power ~~substantially~~usage; ~~similar~~● ~~products~~economic and political conditions; ● supply and demand for energy commodities; ● supply chain disruption of electrical components needed to transmit energy; ● availability of competitively priced alternative energy sources; ● ability to procure satisfactory levels of inventory; and ● changes in capacity prices and capacity markets.

The Company’s future financial results are uncertain and its operating results may fluctuate, due to, among other things, consumer trends, the impact of COVID on advertising budgets and App user activity, competition, and changing social media behaviors.-15-

AsSuch afactors ~~result~~and of the ~~Company’s~~associated ~~lack~~fluctuations ofin ~~operating~~power ~~history,~~availability itand isprices ~~unable~~could toaffect ~~forecast~~wholesale ~~market~~power ~~penetration~~generation orprofitability ~~anticipated revenue~~ and itcost ~~has~~of ~~little~~power ~~historical~~for ~~financial~~our ~~data~~operations. ~~upon~~We ~~which~~currently todraw ~~base~~power ~~planned~~from ~~operating~~various ~~expenses.~~power ~~The~~sources, ~~Company~~which ~~bases~~include ~~its~~the ~~current~~MISO ~~and~~grid, ~~future~~the ~~expense levels~~ERCOT ongrid, ~~its operating plans~~ and ~~estimates~~the Georgia ofPower ~~future expenses~~grid. ~~The~~Power ~~Company’s~~grids, ~~expenses~~including ~~are~~those ~~dependent~~we inrely ~~large~~on, ~~part~~subject ~~upon~~us ~~expenses associated~~to ~~with~~a ~~its~~variety ~~proposed~~of ~~marketing expenditures and related overhead expenses~~risks, ~~and~~including the ~~costs~~breakdown ofor ~~hiring~~failure ~~and maintaining qualified~~of ~~personnel~~equipment, toaccidents, ~~carry~~security ~~out~~breaches, ~~its~~viruses ~~respective~~or ~~services.~~outages ~~Sales~~affecting ~~and~~information ~~operating~~technology ~~results~~systems, ~~are~~labor ~~difficult~~disputes, toobsolescence, ~~forecast because they will depend on the~~delivery/transportation ~~growth~~problems, disruptions of ~~the~~fuel ~~Company’s customer base~~supply, ~~changes~~and inperformance ~~customer~~below ~~demands~~expected ~~based~~levels. onThese ~~consumer~~events ~~trends,~~may ~~the~~impact ~~degree~~our ofability ~~utilization~~to ofconduct ~~its~~our ~~advertising~~businesses ~~services~~efficiently asand ~~well~~lead asto ~~the~~increased ~~mix~~costs, ofexpenses, ~~products~~or ~~and services sold by its Advertisers~~losses.

AsFurthermore, there can be no assurance that power suppliers will service our colocation partner facilities or that, once they have entered into a power ~~result~~purchase agreement, ~~the~~such ~~Company~~suppliers will continue to provide them with power for any period of time. These agreements may be ~~unable~~terminated, or our colocation hosts may lose access to ~~make~~power ~~accurate~~under ~~financial~~certain ~~forecasts~~circumstances, and ~~adjust~~replacement ~~its~~power ~~spending~~may not be available on commercially reasonable terms, or at all, particularly in alight ~~timely~~of ~~manner~~limited topower ~~compensate~~availability ~~for any~~and ~~unexpected~~grid ~~revenue~~constraints ~~shortfall~~in many markets. ~~This~~The inability of ~~could~~our ~~cause~~colocation ~~the~~hosts ~~Company’s~~to ~~net~~secure ~~losses~~or inmaintain adequate power arrangements could have a ~~given~~material ~~period~~adverse toeffect beon ~~greater~~our ~~than~~business, ~~expected~~financial condition, and ~~could~~results ~~further~~of ~~cause~~operations. ~~continuing~~Moreover, ~~greater~~there ~~losses~~may ~~period~~be ~~over~~significant ~~period~~competition for suitable locations with access to affordable power as we look to expand our operations.

17We may be exposed to cybersecurity threats and breaches.

~~The~~Threats ~~Company’s~~to ~~ability~~network and data security are increasingly diverse and sophisticated and security breaches, computer malware and computer hacking attacks have been an increasing concern. Despite our efforts and processes in place to ~~succeed~~prevent ~~will~~them, ~~depend~~our computer servers and systems may be vulnerable to cybersecurity risks, including denial-of-service attacks, physical or electronic break-ins, employee theft or misuse and similar disruptions from unauthorized tampering. As techniques used to breach security change frequently and are generally not recognized until launched against a target, we may not be able to promptly detect that a cyber breach has occurred, implement security measures in a timely manner or, if and when implemented, we may not be able to determine the extent to which these measures could be circumvented. Recent developments in the cyber threat landscape include use of artificial intelligence (“AI”) and machine learning, as well as an increased number of cyber extortion and ransomware attacks, with the potential for higher ransom demand amounts and increasing sophistication and variety of ransomware techniques and methodology. Further, any adoption of AI by us or by third parties may pose new security challenges. A party who is able to compromise the security measures on our networks or the ~~ability~~security of ~~its~~our ~~management~~infrastructure could misappropriate the proprietary or sensitive information of us. We also may be required to ~~control~~expend significant capital and resources to protect against such threats or to alleviate problems caused by cyber breaches in our physical or virtual security systems. Any breaches that may occur in the future could expose us to increased risk of lawsuits, regulatory penalties, damage relating to loss of proprietary information, harm to our reputation, and increases in our security costs, which could have a material adverse effect on our business, financial condition, and results of operations.

~~The~~Furthermore, ~~Company~~we ~~has~~hold ~~used~~our ~~reasonable~~cryptocurrency ~~commercial~~through ~~efforts~~a tothird-party ~~assess~~qualified ~~and~~custodian ~~predict~~rather ~~costs~~than ~~and~~directly ~~expenses~~in ~~based~~self-custody. onAs a result, we are exposed to risks associated with the ~~and~~operations, ~~restricted~~security ~~cash~~controls, ~~experience~~systems, and financial condition of ~~its~~ ~~management~~such custodian. ~~However~~A cybersecurity incident, operational ~~the~~failure, ~~Company~~insolvency ~~has~~event, aor ~~limited~~other ~~operating~~disruption ~~history~~affecting ~~upon~~our ~~which~~custodian tocould ~~base~~result ~~predictions.~~in ~~Implementing~~delayed ~~its~~access ~~business~~to, ~~plan~~partial ~~may~~loss of, ~~require~~or ~~more~~permanent ~~employees,~~loss ~~equipment,~~of ~~supplies~~some or ~~other~~all ~~expenditure~~of ~~items~~our ~~than~~cryptocurrency, ~~the~~which ~~Company~~could ~~has~~have ~~predicted.~~a ~~Similarly,~~material ~~the~~adverse ~~cost~~effect ofon ~~compensating additional~~our ~~management~~business, ~~employees~~financial condition, and ~~consultants~~results orof operations. While the custodian maintains cold-storage and other ~~operating~~security ~~costs~~protocols ~~may~~designed beto ~~more~~safeguard ~~than~~digital ~~its~~assets, no ~~estimates~~custodial system is immune to cyberattacks, ~~which~~internal ~~could~~failures, ~~result~~human inerror, ~~sustained losses~~or evolving threat vectors.

~~Key~~We ~~personnel~~are ofsubject ~~the Company do not devote full time~~ to ~~the~~many ~~affairs~~hazards ~~of the Company~~ and ~~could~~operational ~~allocate~~risks ~~their~~that ~~time~~can ~~and~~disrupt ~~attention~~our tobusiness, ~~other~~some ~~business ventures~~of which may not ~~benefit~~be ~~the~~insured ~~Company~~or fully covered by insurance.

~~The~~Our ~~Company’s~~operations ~~Officers and Directors may engage in other activities. Although there~~ are ~~none~~subject ~~known~~ to ~~the~~many ~~Company,~~hazards ~~the potential for conflicts of interest exists among the Officers, Directors,~~ and ~~affiliated~~operational ~~persons~~risks ~~for~~inherent ~~future business opportunities that may not be presented~~ to ~~the~~our ~~Company. The Company’s Officers and Directors may have conflicts of interests in allocating time, services, and functions between the other~~ business ~~ventures in which those persons may be or become involved. The Company’s Officers and Directors however believe that the business will have sufficient staff~~, ~~consultants, employees, agents, contractors, and managers to adequately conduct its business.~~including:

~~The Company’s~~● ~~Officers,~~general ~~Directors,~~business ~~and~~risks; ~~employees~~● ~~are~~the ~~entitled~~presence toof ~~receive~~construction ~~compensation,~~or ~~payments~~repair ~~and~~defects ~~reimbursements,~~or ~~regardless~~other ofstructural ~~whether it~~or ~~operates~~building atdamage; a● ~~profit~~operating orlarge aand ~~loss.~~often hazardous pieces of equipment;

Any compensation received by the Officers, management personnel, and Directors, and for the Company’s founders will be determined from time to time by the Board of Directors. The Company’s Officers, Directors and management personnel will be reimbursed for any out-of16-~~pocket expenses incurred on their behalf.~~

~~Combination~~ ● any noncompliance with or ~~“layering”~~liabilities ofunder ~~multiple~~applicable ~~risk~~environmental, ~~factors~~health, ~~may~~or ~~significantly~~safety ~~increase~~regulations, or requirements or building permit requirements; ● any damage resulting from natural or manmade disasters; and ● claims by employees, contractors, or the ~~risk~~general ofpublic ~~loss~~as ona ~~share~~result of ~~the~~exposure ~~Company’s~~to ~~common stock~~potentially dangerous environments at or near our operations.

~~Although~~The ~~the~~measures ~~various~~we take to protect against these risks ~~discussed~~may innot ~~this~~be ~~report~~sufficient. ~~are~~The ~~generally~~realization ~~described~~of ~~separately~~any hazard or operational risk may result in business interruption, ~~investors~~liability, ~~should~~or ~~consider~~litigation. ~~the~~While ~~potential~~we ~~effects~~believe we maintain an amount of ~~the~~insurance protection that we consider adequate, ~~interplay~~but ofwe ~~multiple~~cannot ~~risk~~provide ~~factors.~~any ~~Where~~assurance ~~more~~that ~~than~~our ~~one~~insurance ~~significant~~will ~~risk~~be ~~factor~~sufficient isor ~~present,~~effective ~~the~~under ~~risk~~all ofcircumstances ~~loss~~and against all hazards or liabilities to anwhich ~~investor~~we may be ~~significantly~~subject and, even if we do have insurance coverage for a particular circumstance, we may be subject ~~increased~~to a large deductible and maximum cap. InWe ~~considering~~carry ~~the~~liability, ~~potential~~property, ~~effects~~and ofother ~~layered~~insurance policies to cover certain insurable risks to our company. We select the types of insurance, anthe ~~Investor~~limits, ~~should~~and ~~carefully~~the ~~review~~deductibles based on our specific risk profile, the ~~descriptions~~cost of the ~~shares~~insurance coverage versus its perceived benefit, and general industry standards. Our insurance policies contain certain industry standard exclusions for events such as war and nuclear reaction. A successful claim for which we are not fully insured could materially harm our business, financial condition, and results of operations. Further, due to rising insurance costs and changes in the insurance markets, we cannot provide any assurance that our insurance coverage will continue to be available at all or at rates or on terms similar to those presently available. Any losses not covered by insurance could have a material adverse effect on our business, financial condition, and results of operations.

~~Our~~If ~~business~~we isincur ~~sensitive~~debt toin ~~consumer~~the ~~spending~~future, ~~inflation~~it ~~and~~may adversely affect our economic ~~conditions~~and business condition.

~~Consumer~~We ~~purchases~~currently ofdo ~~discretionary~~not ~~retail~~have ~~items~~material ~~and~~indebtedness. ~~restaurants may be adversely affected by national and regional economic~~However, ~~market~~we ~~and~~may ~~other conditions~~incur ~~such~~debt asin ~~employment levels, salary and wage levels,~~ the ~~availability~~future ofto ~~consumer~~fund ~~credit,~~working ~~inflation~~capital, ~~high~~infrastructure ~~interest rates~~investments, ~~high~~ ~~tax~~mining ~~rates~~capacity, ~~high fuel prices, the threat of a pandemic~~ or ~~other~~strategic ~~health~~initiatives. ~~crisis~~Any ~~(such~~future asindebtedness ~~COVID-19)~~could ~~and~~increase ~~consumer~~our ~~confidence~~vulnerability ~~with respect~~ to ~~current~~adverse ~~and future~~ economic, ~~market and other conditions. Consumer purchases may decline during recessionary periods~~ or atbusiness ~~other times~~conditions, ~~when~~require ~~unemployment~~significant iscash ~~higher~~flows orfor ~~disposable~~debt ~~income~~service, isreduce ~~lower.~~funds ~~These~~available ~~risks~~for ~~may~~operations beand ~~exacerbated~~growth, ~~for~~and ~~retailers~~limit ~~such as~~ our ~~Advertisers.~~flexibility ~~Consumer willingness~~in responding to ~~make~~competitive ~~discretionary~~pressures. ~~purchases~~Debt ~~may~~agreements ~~decline,~~ may ~~stall~~include orcovenants ~~may~~that berestrict ~~slow~~our toability ~~increase due~~ to ~~national~~incur ~~and~~additional ~~regional~~indebtedness, ~~economic~~dispose ~~conditions.~~of ~~Our~~assets, ~~financial~~make ~~performance~~investments, ~~is particularly susceptible to economic and other conditions in regions~~ or ~~states~~engage ~~where we have a significant presence. There remains considerable uncertainty and volatility~~ in ~~the~~other ~~national and global economy. Further or future slowdowns or disruptions in the economy~~transactions, ~~market~~ and ~~other~~a ~~conditions~~breach ~~could~~of ~~adversely~~such ~~affect~~covenants ~~mall traffic and new mall and shopping center development and~~ could ~~materially~~ ~~and~~permit ~~adversely~~lenders ~~affect us and our business strategy. We may not be able~~ to ~~sustain~~accelerate ~~or increase our current net sales if there~~maturity isand aexercise ~~decline in consumer spending~~remedies.

ABanks ~~deterioration~~and offinancial ~~economic~~institutions ~~conditions~~may ~~and~~be ~~future~~unwilling ~~recessionary~~to ~~periods~~provide, or may ~~exacerbate~~discontinue ~~the~~providing, accounts and other ~~risks~~financial ~~faced~~services to digital-asset-related businesses due to evolving regulatory expectations, perceived compliance risk, cost, or reputational concerns. Such “de-risking” has occurred within the digital asset industry and could be exacerbated by ~~our~~enforcement ~~business~~actions, ~~including~~insolvencies, or heightened regulatory ~~those~~scrutiny. ~~risks~~If we ~~encounter~~were asunable to maintain adequate banking relationships, we ~~attempt~~could experience increased costs, operational delays, reduced ability to ~~execute~~pay ~~our~~vendors ~~business~~or ~~plans.~~employees, ~~Such~~and ~~risks~~constraints on capital raising and treasury operations, any of which could bematerially ~~exacerbated~~adversely affect ~~individually~~our orbusiness, ~~collectively~~financial condition, and results of operations.

18Most of our infrastructure is located on leased or collocated premises and the termination or higher renewal rate of our leases or colocation contracts could have a material adverse effect on our business, financial condition, and results of operations.

~~Russia~~Because our mining equipment is hosted in third-party colocation facilities, we are exposed to additional risks if a colocation host or a critical vendor to that host experiences financial distress, insolvency, operational failure, or a business interruption event. If a host becomes subject to bankruptcy or similar proceedings, disputes could arise regarding access to our equipment, the prioritization of site operations, the continuation of services, or the enforcement of contractual rights, which could result in delayed access to, restricted use of, or inability to retrieve our equipment for an extended period. Even absent a bankruptcy, a host’s deterioration in financial condition ~~Invasion~~could lead to deferred maintenance, staffing reductions, weakened security controls, reduced redundancy, or increased pricing and more restrictive contract terms. Any inability of ~~Ukraine~~a ~~may~~host ~~negatively~~to ~~impact~~continue providing services at the required performance levels, or any delay or limitation on our access to hosted equipment, could have a material adverse effect on our business, financial condition, and results of operations.

On February 24, 2022, Russia launched an invasion of Ukraine which has resulted in increased volatility in various financial markets and across various sectors. The United States and other countries, along with certain international organizations, have imposed economic sanctions on Russia and certain Russian individuals, banking entities and corporations as a response to the invasion. The extent and duration of the military action, resulting sanctions and future market disruptions in the region are impossible to predict. Moreover, the ongoing effects of the hostilities and sanctions may not be limited to Russia and Russian companies and may spill over to and negatively impact other regional and global economic markets of the world, including Europe and the United States. The ongoing military action along with the potential for a wider or nuclear conflict could further increase financial market volatility and cause negative effects on regional and global economic markets, industries, and companies. It is not currently possible to determine the severity of any potential adverse impact of this event on the financial condition of any of the Company’s securities, or more broadly, upon the global economy.-17-

~~Several~~Most of our ~~outsourced~~infrastructure ~~developers~~is ~~are~~located ~~based~~ in ~~Pakistan~~collocated premises and there can be no assurance that our ~~product~~colocation ~~development~~host ~~could~~will remain in compliance with the colocation contract, that the colocation provider will continue to support our operations, and that the colocation contract will not be ~~impacted~~terminated bydespite ~~conflict~~negotiation for long term colocation periods and renewal provisions. When the initial terms of our existing colocation contracts expire, in some instances, we have the ~~Middle~~right ~~East~~to extend the terms of our contract for one or more renewal periods. Upon the end of our initial term or, if applicable, the renewal periods, we would have to renegotiate our lease terms with the applicable landlords. If renewal rates are less favorable than those we currently have, we may be required to increase revenues to offset such increase in lease payments. Failure to increase revenues to sufficiently offset these projected higher costs could adversely impact our operating income. We may also not be able to renew such leases at all. The termination of a lease could have a material adverse effect on our business, financial condition, and results of operations.

~~Pakistan’s~~We ~~economy~~may isface heavily dependent on exports and subject to high interest rates, economic volatility, inflation, currency devaluations, high unemployment rates and high level of debt and public spending. There is also the ~~possibility~~risk of ~~nationalization,~~Internet-related expropriation or confiscatory taxation, security market restrictions, political changes, government regulation, a conflict with India, or diplomatic developments (including war or terrorist attacks), which could affect adversely the economy of Pakistan or the ability of the Company to continue developing its platform. As an emerging country, Pakistan’s economy is susceptible to economic, political and social instability; unanticipated economic, political or social developments could impact economic growth. Pakistan is also subject to natural disaster risk. In addition, recent political instability and protests in the Middle East have caused significant disruptions ~~to many industries~~. Pakistan has recently seen elevated levels of ethnic and religious conflict, in some cases resulting in violence or acts of terrorism. Continued political and social unrest in these areas may negatively affect the Company.

WeOur ~~rely~~mining operations are dependent on the availability and reliability of Internet connectivity at third-party ~~internal~~colocation facilities where our equipment is hosted. We do not own or operate these data centers and ~~outsourced~~do ~~software~~not toprovide ~~run~~Internet services; instead, we rely on our ~~critical~~colocation providers ~~development~~and their third-party network service providers to maintain adequate and ~~information~~uninterrupted ~~systems~~connectivity. AsThere acan ~~result~~be no assurance that such providers will continue to supply sufficient Internet connectivity to the facilities where our equipment is located, ~~any~~or ~~sudden~~that ~~loss~~connectivity, ~~disruption~~once established, will not be disrupted, degraded, or ~~unexpected~~terminated. ~~costs~~Any tosignificant ~~maintain~~interruption, ~~these~~degradation, ~~systems~~or loss of Internet connectivity at one or more colocation facilities could ~~significantly~~require ~~increase~~us ~~our~~to ~~operational~~curtail ~~expense~~or ~~and~~suspend ~~disrupt~~mining operations at the ~~management~~affected sites, ofwhich could materially and adversely affect our business, financial condition, and results of operations.

WeOur ~~rely~~success ondepends ~~third-party software to run our critical development and information systems. We also depend~~ on ~~our~~key ~~software~~personnel ~~vendors~~whose tocontinued ~~provide long-term~~service ~~software~~is ~~maintenance~~not ~~support for our information systems~~guaranteed. Software vendors may decide to discontinue further development, integration or long-term software maintenance support for our information systems, in which case we may need to abandon one or more of our current information systems and migrate some or all of our development and information systems, thus increasing our operational expense as well as disrupting the management of our business operations.

~~Cyber~~We ~~security~~depend ~~breaches~~on the efforts of our ~~systems~~key ~~and~~personnel, ~~information~~including our senior leadership, many of whom have strong technology, finance, real estate, and/or power expertise and industry reputations. They are important to our success for many reasons, including that they attract investors and business and investment opportunities and assist us in negotiations with investors, lenders, and industry personnel. If we lost their services, our business and investment opportunities and our relationships with lenders and other capital markets participants, and industry personnel could ~~adversely~~suffer. ~~impact~~As the number of our ~~ability~~competitors increases, it becomes more likely that a competitor would attempt to ~~operate~~hire certain of these individuals away from us. The loss of any of these key personnel would result in the loss of these and other benefits and could materially and adversely affect our business, financial condition, and results of operations.

We ~~need~~also todepend ~~protect~~on the talents and efforts of highly skilled technical individuals. Our success depends on our ~~own~~continuing ~~internal~~ability ~~trade~~to ~~secrets~~identify, hire, ~~work~~develop, ~~product~~motivate, and retain highly skilled technical personnel for all areas of our ~~clients~~business. Competition in our industry for qualified technical employees is intense, and ~~other~~the ~~business~~availability ~~confidential~~of ~~information~~qualified ~~from~~technical ~~disclosure~~personnel is not guaranteed. We ~~face~~cannot ~~the~~assure ~~threat~~you that we will be able to ~~our~~attract ~~computer~~or ~~systems~~retain ofthe ~~unauthorized~~personnel ~~access,~~we ~~computer~~require. ~~hackers,~~If ~~computer~~we ~~viruses~~are unable to identify, ~~malicious~~hire, ~~code~~develop, ~~organized~~motivate, ~~cyber-attacks~~ and ~~other~~retain such ~~security~~personnel, ~~problems~~it ~~and~~could ~~system~~have ~~disruptions,~~a ~~including~~material ~~possible~~adverse ~~unauthorized~~effect ~~access~~on to our ~~and~~business, ~~our~~financial ~~clients’~~condition, ~~proprietary or~~and ~~classified~~results ~~information~~of operations.

We ~~rely~~do onnot ~~industry-accepted~~directly ~~security~~obtain ~~measures~~or ~~and~~hold ~~technology~~material tofacility-level ~~maintain~~permits ~~securely~~or ~~all~~approvals ~~confidential~~for ~~and proprietary information on~~ our ~~information systems.~~mining Weoperations, ~~have~~as ~~devoted and will continue to devote significant resources to the security of~~ our ~~computer~~equipment ~~systems,~~is ~~but~~hosted ~~they are still~~at ~~vulnerable~~third-party tocolocation ~~these threats~~facilities. AOur ~~user~~colocation ~~who~~providers ~~circumvents~~are ~~security~~responsible ~~measures~~for ~~can misappropriate confidential or proprietary information~~obtaining, ~~including information regarding us~~maintaining, ~~our personnel~~ and~~/or~~ ~~our~~complying ~~clients~~with permits, ~~or cause interruptions or malfunctions in operations. Our industry has not~~licenses, ~~been~~and ~~immune~~approvals ~~from organized cyber-attacks from persons seeking a ransom as a condition of releasing access to the firm’s computer systems. As a result, we can be~~ required to ~~expend~~own ~~significant~~and ~~resources~~operate totheir ~~protect~~data ~~against~~center ~~the~~facilities, ~~threat~~including ofthose ~~these~~related ~~system disruptions and security breaches or~~ to ~~alleviate~~zoning, ~~problems caused by these disruptions and breaches. Any of these events can damage our reputation and have a material adverse effect on our business~~construction, ~~financial~~power ~~condition~~usage, and ~~results~~environmental ofor ~~operations~~energy ~~and cash flows~~regulation.

19Although we generally rely on our colocation providers to satisfy applicable permitting and licensing requirements, our operations may be adversely affected if a colocation provider fails to obtain, maintain, or comply with required permits or approvals, or if such permits or approvals are revoked, modified, delayed, or become subject to more restrictive conditions as a result of legal, regulatory, or policy changes. Any such failure or disruption could result in the suspension, curtailment, or termination of operations at one or more facilities where our equipment is hosted, which could materially and adversely affect our business, financial condition, and results of operations.

~~Failures or security breaches of our networks or information technology systems could have an adverse effect on our business.~~-18-

WeRisks ~~rely~~Related ~~heavily on information technology (IT) both in our products and services for customers and in our IT systems used~~ to ~~run~~Our ~~our~~Growth business. Further, we collect and store sensitive information in cloud-based data centers and on our networks. Government agencies and security experts have warned about growing risks of hackers, cyber-criminals, malicious insiders and other actors targeting confidential information and all types of IT systems. These actors may engage in fraudulent activities, theft of confidential or proprietary information and sabotage or ransomware.Prospects

~~Our~~New ITofferings ~~systems, our connected products, and our confidential information may be vulnerable to damage~~ or ~~intrusion~~lines ~~from a variety~~ of ~~attacks including~~business ~~computer viruses, worms or other malicious software programs. The risk of such attacks~~ may ~~increase~~subject asus ~~we integrate newly acquired companies or develop new connected products and related software. These attacks pose a risk~~ to the security of our products, private data, systems and networks and those of our customers, suppliers and third-party service providers, as well as to the confidentiality of our information and the integrity and availability of our data. While we attempt to mitigate these risks through board oversight, hiring additional ~~internal cyber-security professionals to manage these~~ risks, enhancing controls, due diligence, employee training and communication, third party intrusion testing, system hardening, email and web filters, regular patching, multi-factor authentication, surveillance, encryption, and other measures, we remain vulnerable to information security threats.

We ~~monitor~~are ~~certain~~a ~~cyber~~development ~~security~~stage ~~threats~~company ~~and~~with ~~vulnerabilities~~a insmall ~~our~~management ~~systems,~~team and weare ~~have~~subject ~~experienced~~to ~~viruses~~the strains of ongoing development and ~~attacks~~growth, ~~targeting~~which will place significant demands on our IT ~~systems~~management and ~~networks~~operational and financial infrastructure. ~~Such~~To ~~prior~~remain ~~events~~competitive with peers, we may need to ~~date,~~modify ~~have~~aspects ~~not~~of ~~had~~our abusiness ~~material~~model ~~impact~~or onwe ~~our~~may ~~financial~~implement ~~condition,~~new ~~results~~offerings or lines of ~~operations~~business, from time to time. In developing and marketing new offerings or ~~liquidity.~~lines ~~Despite~~of ~~the~~business ~~precautions~~or weexpanding ~~take~~our current offerings or lines of business, we ~~have~~may ~~had,~~invest significant time and ~~could~~resources. ~~have~~Initial ~~again,~~timetables anfor ~~intrusion~~the orintroduction ~~infection~~and development of ~~our~~new ~~systems~~offerings or ~~connected~~lines of business may not be achieved and ~~products~~profitability targets may not prove feasible. ~~While~~External factors, such ~~intrusions~~as orcompliance ~~infections~~with toregulations, ~~date~~competition, ~~have~~and ~~not~~shifting ~~resulted~~market preferences, inmay also impact the ~~significant~~successful ~~disruption~~implementation of ~~our~~a new offering or line of business. In addition, our personnel and technology systems may fail to adapt to the changes or awe ~~loss~~may fail to effectively integrate new offerings or lines of ~~proprietary~~business into our existing operations and we may lack experience in managing new offerings or ~~confidential~~lines ~~information~~of business. In addition, we ~~cannot~~may ~~guarantee~~be ~~the~~unable ~~same~~to ~~for~~proceed ~~future~~with ~~intrusions~~the operations as planned or ~~infections~~compete effectively due to different competitive landscapes. ~~Similarly,~~Even anif ~~attack~~we onexpand our ITbusinesses ~~systems~~into new jurisdictions or ~~connected~~areas, ~~products~~the ~~could~~expansion ~~result~~may innot ~~theft~~yield orintended ~~disclosure~~profitable ofresults. ~~trade~~Furthermore, ~~secrets~~any new offering or ~~other~~line ~~intellectual~~of ~~property,~~business could have a ~~breach~~significant impact on the effectiveness of ~~confidential~~our ~~customer or~~internal ~~employee~~control ~~information,~~system. orFailure ~~product~~to ~~failure~~successfully ormanage ~~misuse.~~these ~~Any~~risks ~~such~~in ~~events~~the development and implementation of new offerings or lines of business could have ana material adverse ~~impact~~effect on ~~sales~~our business, ~~harm~~financial ~~our~~condition, ~~reputation~~ and results of operations. ~~cause~~Furthermore, uswe tocannot ~~incur~~provide ~~legal~~any ~~liability~~assurance ~~and~~that ~~increased~~we ~~costs~~will tosuccessfully ~~address~~identify ~~such~~all ~~events~~emerging trends and ~~related~~growth ~~security~~opportunities ~~concerns.~~in As the ~~threats~~markets in ~~evolve~~which ~~and become~~we ~~more~~operate. ~~potent~~As a result, we may ~~incur~~not ~~additional~~capture ~~costs~~those toopportunities. ~~secure~~Such ~~the~~circumstances ~~products~~could ~~that~~have wea ~~sell,~~material asadverse ~~well~~effect as on our ~~data~~business, financial condition, and ~~infrastructure~~results of ~~networks and devices~~operations.

~~Risks~~We ~~Related~~may not adequately respond to ~~the~~price ~~Common~~fluctuations ~~Stock~~and rapidly changing technology.

~~The~~Competitive ~~Company~~conditions iswithin ~~controlled~~the byindustries ~~its~~in ~~Chairman/Board~~which we operate require that we use sophisticated technology in the operation of ~~Directors~~our business. These industries are characterized by rapid technological changes, ~~Chief~~new ~~Executive~~product ~~Officer~~introductions, ~~President~~enhancements, and ~~additional~~evolving ~~Officers~~industry standards. New technologies, techniques, or offerings could emerge that might offer better performance than the technologies we currently utilize, and we may have to manage transitions to these new technologies to remain competitive. We intend to continue to invest in hardware, equipment and technology at our facilities. We may not be successful, generally or relative to our competitors, in timely implementing new technology into our systems, or doing so in a cost-effective manner. During the course of implementing any such new technology into our operations, we may experience system interruptions and failures during such implementation. Furthermore, there can be no assurances that we will recognize, in a timely manner or at all, the ~~Company~~benefits that we may expect as a result of our implementing new technology into our operations. As a result, our business, financial condition, and results of operations may suffer.

~~The~~If ~~Company~~we iswere ~~reliant~~to onpursue ~~the~~ownership ~~Directors~~or ~~and~~development ~~Officers~~of ~~for~~data ~~key~~center ~~operations.~~facilities ~~Officers~~in ~~and~~the ~~Directors~~future, ~~currently~~our ~~own~~construction ~~a majority~~ of ~~common~~new ~~shares outstanding.~~data ~~The Board~~centers, ~~therefore,~~data ~~has complete control as to the direction of the Company. There is a disproportionate reliance on the~~center ~~Directors and Officers for the operation of the Company~~expansions, ~~and~~or ~~therefore~~data acenter ~~risk~~redevelopment ~~that~~could ~~the~~involve ~~direction~~significant ofrisks ~~the Company may change if the Board or Officers are unable~~ to ~~perform~~our ~~their duties as Directors and Officers~~business.

~~The~~In ~~Company’s~~order ~~common~~to ~~stock~~sustain ~~price~~our growth in certain of our existing and new markets, we may behave ~~volatile~~to expand an existing data center, ~~which~~lease ~~could~~a ~~result~~new infacility, or ~~substantial~~acquire ~~losses~~suitable land, with or without structures, to ~~investors~~build new data centers. Global supply chain and ~~litigation~~inflation issues have exacerbated many of these risks and created additional risks for our business. Some of the risks associated with the development, redevelopment and construction of data centers include:

~~In addition~~● toconstruction ~~changes~~delays; to● ~~market~~power ~~prices~~and ~~based~~power ongrid ~~the~~constraints; ~~Company’s~~● ~~results~~lack of ~~operations~~availability and ~~the~~delays ~~factors~~for ~~discussed~~data ~~elsewhere~~center inand/or ~~this~~power ~~“Risk Factors” section~~equipment, ~~the~~including ~~market~~items ~~price~~such ofas generators and ~~trading~~switchgear; ~~volume~~● ~~for~~unexpected ~~the~~budget ~~common~~changes; ~~stock~~● ~~may~~increased ~~change~~prices for aand ~~variety~~delays ofin ~~other~~obtaining ~~reasons,~~building not necessarily related to the Company’s actual operating performance. The capital markets have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of the Company’s common stock. In additionsupplies, ~~the~~raw ~~average daily trading volume of the securities of small companies can be very low~~materials, ~~which~~ ~~may~~and ~~contribute~~data tocenter ~~future volatility. Factors that could cause the market price of the Common Stock to fluctuate significantly include:~~equipment;

~~● the results of operating and financial performance and prospects of other companies in the same industry;~~-19-

20● labor availability, labor disputes, and work stoppages with contractors, subcontractors, and other third parties; ● unanticipated environmental issues and geological problems; ● delays related to permitting and approvals to open from public agencies and utility companies; and ● unexpected lack of power access;

●We may ~~strategic~~experience ~~actions~~rising byconstruction ~~the~~costs ~~Company or its competitors, such~~ as ~~acquisitions~~a orresult ~~restructurings;~~of ●increasing ~~announcements~~costs of ~~innovations,~~labor ~~increased~~and ~~service~~raw ~~capabilities~~materials, ~~new~~supply orchain ~~terminated~~and ~~customers~~logistic ~~or new~~challenges, and ~~amended~~high ordemand. ~~terminated~~Furthermore, ~~contracts~~delays, bydifficulty ~~competitors;~~finding ●replacement ~~the public’s reaction to Company press releases~~products, ~~other~~continued ~~public~~high ~~announcements~~inflation, and ~~filings~~additional ~~with~~or ~~the~~unexpected disruptions ~~Securities~~to ~~and~~our ~~Exchange~~supply ~~Commission;~~chain ●could ~~lack~~significantly ofaffect ~~securities analyst coverage or speculation in~~ the ~~press~~cost orof ~~investment~~our ~~community~~existing ~~about the Company~~ or ~~market~~anticipated ~~opportunities~~projects. inSite ~~the~~selection ~~social~~is ~~media~~also ~~marketing~~a critical ~~industry;~~factor ~~● changes~~ in ~~government~~our ~~policies~~expansion inplans. ~~the~~There ~~United~~may ~~States~~not ~~and,~~be assuitable ~~the~~properties ~~Company’s~~available ~~international business increases,~~ in ~~other~~our ~~foreign~~markets ~~countries;~~with ~~● changes in earnings estimates or recommendations by securities or research analysts who track~~ the ~~Company’s~~necessary ~~Common Stock or failure~~ combination of ~~the~~high-power ~~Company’s~~capacity ~~actual results of operations to meet those expectations; ● market~~ and ~~industry~~fiber ~~perception of the Company’s success~~connectivity, or ~~lack~~selection ~~thereof,~~may inbe ~~pursuing~~limited. ~~its~~We ~~growth~~expect ~~strategy;~~that ●we ~~changes~~will incontinue ~~accounting~~to ~~standards,~~experience ~~policies,~~limited ~~guidance,~~availability of ~~interpretations~~power orand ~~principles;~~grid ●constraints ~~any~~in ~~lawsuit~~many ~~involving~~markets ~~the~~as ~~Company,~~well ~~its~~as ~~services~~shortages ~~or its products; ● arrival and departure~~ of ~~key~~associated ~~personnel;~~equipment ●because ~~sales~~ of ~~common stock by~~ the ~~Company,~~current ~~its~~high ~~investors~~demands orand ~~members~~finite nature of ~~its~~these ~~management~~resources. ~~team;~~These ~~and~~shortages ●could ~~changes~~result in ~~general~~site ~~market,~~selection ~~economic and political conditions in the United States and global economies or financial markets~~challenges, ~~including~~construction ~~those~~delays ~~resulting from natural~~ or ~~man-made~~increased ~~disasters~~costs.

~~Any~~If ofwe ~~these~~do ~~factors,~~not asaccurately ~~well~~predict asour ~~broader~~facility ~~market and industry factors~~requirements, ~~may~~it ~~result in large and sudden changes in the trading volume of the Company’s common stock and~~ could ~~seriously~~have harm the market price of the common stock, regardless of the Company’s operating performance. This may prevent an Investor from being able to sell its shares at or above the price the investor paid for its shares of common stock, if at all. In addition, following periods of volatility in the market price of a ~~company’s~~material ~~securities,~~adverse ~~shareholders often~~effect ~~institute~~on ~~securities~~our class action litigation against that company. The Company’s involvement in any class action suit or other legal proceeding could divert its senior management’s attention and could adversely affect the Company’s business, financial condition, and results of operations ~~and prospects~~.

IfWe ~~our~~may ~~shares~~acquire ofother ~~common~~businesses ~~stock~~and/or ~~become~~assets ~~subject~~or toform ~~the~~strategic ~~penny~~alliances ~~stock~~or ~~rules~~joint ventures that could negatively affect our operating results, dilute itshareholder ~~would~~ownership, ~~become~~increase ~~more~~debt, ~~difficult~~or cause us to ~~trade~~incur ~~our~~significant ~~shares~~expenses.

~~The~~We ~~SEC~~have ~~has~~previously ~~adopted~~engaged ~~rules that regulate broker-dealer practices~~ in ~~connection~~strategic ~~with~~ transactions inand, ~~penny~~as ~~stocks.~~part ~~Penny stocks are generally equity securities with a price~~ of ~~less~~our ~~than~~growth ~~$5.00~~strategy, ~~other~~in ~~than~~the ~~securities~~future, ~~registered~~we onmay ~~certain~~pursue ~~national~~additional ~~securities~~acquisitions of ~~exchanges~~businesses and/or ~~authorized for~~assets ~~quotation~~and/or onenter ~~certain~~into ~~automated~~strategic ~~quotation~~alliances ~~systems,~~or ~~provided~~joint ~~that~~ventures. ~~current~~However, ~~price~~we ~~and~~cannot ~~volume~~offer ~~information~~any ~~with~~assurance ~~respect~~that ~~to transactions~~any in such ~~securities~~acquisition isor ~~provided~~partnership bywill ~~the~~be ~~exchange or system~~successful. IfWe wemay do not ~~obtain~~be aable ~~listing~~to onidentify asuitable ~~national~~partners ~~securities~~or ~~exchange~~acquisition candidates and ~~if the~~may ~~price~~not ofbe ~~our~~able ~~common~~to ~~stock~~complete issuch ~~less~~transactions ~~than~~on ~~$5.00~~favorable terms, ~~our~~if ~~common~~at ~~stock could be deemed a penny stock~~all. ~~The~~If ~~penny~~we ~~stock~~complete ~~rules~~any ~~require a broker-dealer~~acquisitions, ~~before~~ awe ~~transaction~~may ~~in a penny stock~~ not ~~otherwise~~be ~~exempt~~able ~~from those rules,~~ to ~~deliver~~integrate these aacquisitions ~~standardized~~successfully ~~risk~~into ~~disclosure~~our ~~document~~existing ~~containing specified information~~business. In addition, in the ~~penny~~event ~~stock rules require~~ that ~~before~~we ~~effecting~~acquire any ~~transaction~~existing ~~in a penny stock not otherwise exempt from those rules~~businesses, awe broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive (i) the purchaser’s written acknowledgment of the receipt of a risk disclosure statement; (ii) a written agreement to transactions involving penny stocks; and (iii) a signed and dated copy of a written suitability statement. These disclosure requirements may ~~have the effect of reducing the trading activity in the secondary market for our common stock, and therefore stockholders~~ ~~may~~assume ~~have~~unknown ~~difficulty~~or ~~selling~~contingent ~~their shares~~liabilities.

21Any such acquisitions also could result in the issuance of stock, incurrence of debt, contingent liabilities, write-offs of intangible assets or goodwill, restructuring and other related expenses, or litigation, any of which could have a negative impact on our business, financial condition, and results of operations. Integration of an acquired company may also disrupt ongoing operations and carry substantial compliance burdens and costs, which may limit our ability to realize the anticipated benefits of such acquisitions, and which may require management resources that would otherwise be focused on developing and expanding our existing business. We may experience losses related to potential investments in other companies, which could materially and adversely affect our business, financial condition, and results of operations. Furthermore, the benefits of any acquisition, strategic alliance, or joint venture may also take considerable time to develop, and we cannot be certain that any particular acquisition, strategic alliance, or joint venture will produce the intended benefits in a timely manner or to the extent anticipated or at all.

~~The~~Joint ~~sale~~ventures orinherently ~~availability~~involve ~~for~~a ~~sale~~lesser degree of ~~substantial~~control ~~amounts~~over ofbusiness strategy and operations, thereby potentially increasing the ~~Company’s~~financial, legal, ~~common~~operational, ~~stock~~regulatory, ~~could~~and/or ~~adversely~~compliance ~~affect~~risks ~~the~~associated ~~market~~with ~~price~~them, and require the diversion of financial and management resources from existing operations or alternative opportunities. We may be dependent on partners, controlling shareholders, management, or other persons or entities who control the joint venture and who may have business interests, strategies, or goals that are inconsistent or ~~common~~competitive ~~stock~~with ours. Furthermore, joint venture partners receive access to our intellectual property and other resources, which introduces the risk of theft and/or exploitation.

Sales of substantial amounts of shares of the Company’s common stock, or the perception that these sales could occur, could adversely affect the market price of the common stock and could impair the Company’s future ability to raise capital through common stock offerings. The Company’s Officers and Directors still beneficially own, collectively, a substantial percentage of the outstanding common stock. If one or more of them were to sell a substantial portion of the shares they hold, it could cause the Company’s stock price to decline.-20-

~~The~~We ~~Company~~operate isin ~~controlled~~the byUnited aStates ~~small~~and ~~group of existing shareholders, whose interests~~ may ~~differ~~further ~~from~~expand ~~other~~our ~~shareholders.~~operations ~~The Company’s Officers and Directors will significantly influence its activities~~internationally, ~~and~~which ~~their~~may ~~interests~~expose ~~may~~us ~~differ~~to ~~from~~risks anassociated ~~investor’s~~with ~~interests~~doing asbusiness ~~a shareholder~~internationally.

~~The~~We ~~Company’s~~currently ~~Officers~~operate ~~and Directors still beneficially own, collectively, a substantial percentage of the outstanding common stock. Accordingly, these shareholders have had, and will continue to have, significant influence~~ in ~~determining~~ the ~~outcome~~United ofStates ~~any corporate transaction or any other matter submitted for approval to the Company’s shareholders, including mergers, consolidations~~ and ~~the sale~~may offurther ~~assets,~~expand ~~Director~~our ~~elections~~operations ~~and other significant corporate actions~~internationally. ~~They~~As ~~will also have significant influence in preventing or causing~~ a ~~change in control of the Company. In addition~~result, ~~without~~we ~~the~~are ~~consent~~and ofmay ~~these~~become ~~shareholders, the Company could be prevented from~~increasingly ~~entering~~exposed ~~into transactions that could be beneficial~~ to ~~it.~~risks ~~The~~inherent ~~interests of these shareholders may differ from an Investor’s interests as a shareholder, and they may act~~ in aconducting ~~manner~~business ~~that~~outside ~~advances~~of ~~their~~the ~~best~~United ~~interests~~States. ~~and~~These ~~not~~risks ~~necessarily~~include ~~those~~the ~~of other shareholders.~~following:

~~The Company~~● isadverse anchanges ~~“emerging~~in ~~growth~~foreign ~~company”~~currency ~~under~~exchange ~~the~~rates; ~~JOBS~~● ~~Act~~increased difficulty in protecting any intellectual property rights and ittrade ~~cannot~~secrets, beincluding ~~certain~~litigation ifcosts and the ~~reduced~~outcome ~~disclosure~~of such litigation in jurisdictions outside the United States; ● increased exposure to events that could impair our ability to operate internationally with third parties such as problems with such third parties’ operations, finances, insolvency, labor relations, manufacturing capabilities, costs, insurance, natural disasters, public health emergencies, or other catastrophic events; ● unexpected legal or government action or changes in legal or regulatory requirements ~~applicable~~; ● difficulties in managing, growing, and staffing international operations; ● social, economic, or political instability; ● potential negative consequences from changes to ~~emerging~~taxation ~~growth~~or ~~companies~~tariff ~~will~~policies; ~~make~~● challenges to the ~~Company’s~~transfer ~~common~~pricing ~~stock~~of ~~less~~cross-border ~~attractive~~intercompany transactions; ● increased difficulty in ensuring compliance by employees, agents, and contractors with our policies as well as with the laws of multiple jurisdictions, including international environmental, health, and safety laws and increasingly complex regulations relating to ~~investors~~the conduct of international commerce, including import/export laws and regulations, economic sanctions laws and regulations, and trade control; and ● increased exposure to cybersecurity risks in foreign jurisdictions that may materially and adversely affect our business, financial condition and results of operations.

~~The~~We ~~Company~~may isincur ansignificant ~~“emerging~~expenses ~~growth company,”~~ as ~~defined~~a inresult ~~the JOBS Act, and it expects to take advantage~~ of ~~certain~~our ~~exemptions from~~international ~~various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including~~operations, ~~but not limited to, (i) being required to present only two years of audited financial statements~~ and ~~related~~we ~~financial~~may ~~disclosure, (ii)~~ not ~~being~~be ~~required~~successful to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, (iii) extended transition periods for complying with new or revised accounting standards, (iv) reduced disclosure obligations regarding executive compensation in ~~periodic~~converting ~~reports~~those ~~and proxy statements and (v) exemptions from the requirements of holding a nonbinding advisory vote on executive~~expenditures ~~compensation~~into ~~and~~increased ~~stockholder approval of any golden parachute payments not previously approved~~profitability. ~~The~~Our ~~Company~~failure ~~has~~to ~~taken,~~successfully ~~and~~manage ~~in the future may take, advantage of~~ these ~~exemptions~~risks ~~until~~could ~~such~~harm ~~time~~our ~~that~~international itoperations isand nohave ~~longer~~ an ~~“emerging growth company. As a result, the Company’s~~adverse ~~financial~~effect ~~statements may not be comparable to companies that comply with public company effective dates. The Company cannot predict if investors will find its Common Stock less attractive because it relies~~ on ~~these~~our ~~exemptions. If some investors find the Company’s Common Stock less attractive as a result~~business, ~~there~~financial ~~may~~condition ~~be a less active trading market for the Common Stock~~ and ~~the~~results ~~price~~ of ~~the Common Stock may be more volatile~~operations.

~~The~~Risks ~~Company~~Related ~~will remain an “emerging growth company” for up~~ to ~~five~~Cryptocurrency years, although it will lose that status sooner if its annual revenues exceed $1.07 billion, if it issues more than $1 billion in non-convertible debt in a three-year period, or if the market value of the Common Stock that is held by non-affiliates exceeds $700 million as of any June 30.Mining

If ~~equity~~we ~~research~~fail ~~analysts~~to dogrow ~~not~~our ~~publish~~hashrate, ~~research~~we ormay ~~reports~~be ~~about~~unable ~~the~~to ~~company~~compete, orand ifour ~~they~~business, ~~issue~~financial ~~unfavorable commentary or downgrade its common stock~~condition, ~~the~~and ~~market~~results ~~price~~ of ~~its~~operations ~~common~~could ~~stock will likely decline~~suffer.

~~The~~Generally, ~~trading~~a ~~market~~Scrypt ~~for the Company~~miner’s ~~common~~chance ~~stock~~of ~~will~~solving ~~rely~~a inblock ~~part~~ on the ~~research~~blockchain ~~and~~networks ~~reports~~ that ~~equity~~utilize ~~research~~Scrypt ~~analysts,~~PoW ~~over whom~~consensus italgorithm ~~has no control~~(collectively, ~~publish about~~ the ~~Company~~“Scrypt Networks”) and ~~its~~earning ~~business.~~an ~~The~~associated ~~Company~~digital ~~may~~asset ~~never~~block ~~obtain~~reward ~~research coverage by securities~~ and ~~industry~~ ~~analysts.~~transaction Iffees nois ~~securities~~a orfunction ~~industry analysts commence coverage~~ of the ~~Company~~miner’s hashrate (i.e., the ~~market~~amount ~~price~~of ~~for~~computing ~~its~~power ~~common~~devoted ~~stock~~to ~~could decline.~~supporting In the ~~event~~Scrypt ~~the~~Networks), ~~Company~~relative ~~obtains~~to ~~securities or industry analyst coverage,~~ the ~~market~~aggregate ~~price~~hashrate of ~~the common stock could decline~~other ifminers ~~one~~participating orin ~~more equity analysts downgrade the common stock or if~~ those ~~analysts issue unfavorable commentary, even if it is inaccurate, or cease publishing reports about the Company or its business~~networks.

22As participation in Scrypt Networks increases, the aggregate network hashrate may increase as additional mining companies deploy computing resources to compete for available block rewards. The deployment of new or more efficient mining equipment by competitors could increase overall network difficulty and reduce the proportionate share of rewards earned by any individual miner that does not expand its hashrate at a comparable pace.

~~Because~~Accordingly, to remain competitive, we ~~can~~believe ~~issue~~we will need to continue to acquire and deploy additional ~~shares~~mining ofequipment ~~Common~~both ~~Stock~~to replace miners lost to ordinary wear-and-tear or damage and to increase our hashrate in line with growth in the aggregate network hashrate across the Scrypt Networks. There can be no assurance that we will have sufficient capital, ~~purchasers~~access to equipment, or operational capacity to acquire and deploy new miners at the scale or pace necessary to maintain or improve the profitability of our ~~Common~~mining ~~Stock~~operations. See “—We may ~~incur~~be ~~immediate~~unable ~~dilution~~to ~~and~~purchase ~~experience~~miners ~~further~~at ~~dilution~~scale or face delays or difficulty in obtaining new miners at scale.”

WeFurthermore, ~~are~~predicting ~~authorized~~the togrowth ~~issue~~in upnetwork tohashrate ~~250,000,000~~is ~~shares~~extremely ofdifficult. ~~Common Stock~~Generally, ofwe ~~which~~would ~~9,426,502~~expect ~~shares~~hashrate ofincreases ~~Common~~to ~~Stock~~be ~~are~~correlated ~~issued~~with increases ~~and~~in ~~outstanding as~~the market prices of ~~March~~digital 4,assets ~~2025.~~supported ~~Our~~by ~~Board~~Scrypt-based ofblockchain ~~Directors~~networks, but that has not always been the ~~authority~~case. To tothe ~~cause~~extent usthat tohashrate ~~issue~~increases ~~additional~~but ~~shares~~the price of ~~Common~~digital ~~Stock~~assets ~~without~~mined ~~consent of~~through ~~any~~Scrypt-based ofblockchain ~~stockholders.~~networks ~~Consequently~~does not, ~~our~~there can ~~stockholders~~be ~~may~~no ~~experience~~assurance ~~further~~that ~~dilution~~we inwould ~~their~~be ~~ownership~~able ofto recover our ~~stock~~investment in the ~~future, which~~hardware ~~could~~and ~~have~~processing anpower ~~adverse~~required ~~effect~~to onupgrade ~~the~~our ~~trading~~mining operations, ~~market~~and ~~for~~the results of our ~~Common~~cryptocurrency ~~Stock~~mining operations will suffer.

~~As a newly Nasdaq~~-~~listed company, we will incur material increased costs and become subject to additional regulations and requirements.~~21-

AsWe a newly Nasdaq-listed public company, we will incur material additional legal, accounting and other expenses including recruiting and retaining qualified independent directors, payment of annual Nasdaq fees, and satisfying Nasdaq’s standards for companies listed with it. Because our common stock is listed on the Nasdaq, we must meet certain financial and liquidity criteria to maintain such listing. If we violate Nasdaq’s listing requirements, our common stock may be ~~delisted.~~unable ~~If we fail~~ to ~~meet~~purchase ~~any~~miners ofat ~~the~~scale ~~Nasdaq’s~~or ~~listing standards,~~face ~~our~~delays ~~common~~or ~~stock~~difficulty ~~may~~in beobtaining ~~delisted.~~new Inminers ~~addition,~~at ~~our Board may determine that the cost of maintaining our listing on a national securities exchange outweighs the benefits of such listing~~scale. A delisting of our common stock from Nasdaq may materially impair our stockholders’ ability to buy and sell our common stock and could have an adverse effect on the market price of, and the efficiency of the trading market for, our common stock. The delisting of our common stock could significantly impair our ability to raise capital and the value of your investment.

Our ~~You~~cryptocurrency ~~could~~mining ~~lose~~operations ~~some~~utilizing orthe ~~all~~Scrypt PoW consensus algorithm can only be profitable if the costs, inclusive of ~~your~~hardware and electricity costs, associated with mining digital assets are lower than the price of the digital assets mined at the time of sale. As the cost of obtaining new miners increases, the cost of producing digital assets also increases. For example, miners experience ordinary wear-and-tear from operation and may also face more significant malfunctions caused by factors which may be beyond our control. Additionally, as technology evolves, we may acquire newer models of miners to remain competitive in the market. The continual upgrade and refresh of mining machines requires substantial capital investment, and we may face challenges in doing so on a timely basis based on the price and availability of new miners and our access to adequate capital resources.

AnIn ~~investment~~the past, we have observed periods of shortage in ~~our~~new ~~securities~~miners isavailable ~~speculative~~for purchase and ~~involves~~ a ~~high~~delay ~~degree~~in ofdelivery ~~risk~~schedules for new miner purchases. There ~~Potential~~is ~~investors~~no ~~should~~assurance that miner manufacturers or any other equipment manufacturers will be ~~aware~~able ~~that~~to ~~the~~keep ~~value~~pace ofwith potential surges in andemand ~~investment~~for mining equipment. It is uncertain how manufacturers will respond to increased global demand and whether they fulfill purchase orders fully and in a timely manner. Supply chain issues or geopolitical matters, including the ~~Company~~relationship of the United States with China and other countries may goalso ~~down~~impact asequipment ~~well~~manufacturers’ asability upto fully and timely fulfill purchase orders. In ~~addition~~the event that miner manufacturers or other suppliers are not able to keep pace with, ~~there~~or ~~can~~fail to satisfy, demand, we may not be noable ~~certainty~~to ~~that~~purchase miners or other equipment in sufficient quantities or on the ~~market~~delivery ~~value~~schedules required to meet our business needs. For example, if delivery of anour ~~investment~~recently purchased Scrypt miners is delayed or prevented, our business, financial condition, and results of operations may suffer. In the past, including for our recent purchase of Scrypt miners, miner manufacturers have required advance deposits for miner purchases. If this continues in the ~~Company~~future, ~~will~~we ~~fully~~may ~~reflect~~need ~~its~~to ~~underlying~~tie ~~value~~up significant amounts of capital for prolonged periods before we receive and are able to deploy purchased miners to generate revenue. ~~You~~Should any suppliers default on purchase agreements with us, we may need to pursue recourse under international jurisdictions, which could ~~lose~~be ~~some~~costly orand ~~all~~time-consuming. The outcome of ~~your~~any ~~investment~~actions initiated in such international jurisdictions, and our ability to enforce judgments (if any) issued in our favor on such jurisdictions is inherently uncertain given differences in legal systems, biases against foreign litigants in certain jurisdictions, and other factors outside our control. Furthermore, there is no guarantee that we would succeed in recovering any of the deposits paid for such purchases, which could materially and adversely affect our business, financial condition, and results of operations.

Our Wereliance ~~are~~on athird-party ~~“smaller~~mining ~~reporting~~pool ~~company”~~service ~~within~~providers, ~~the~~including ~~meaning~~ViaBTC of& ~~the Securities Act~~Nicehash, ~~and~~for ifour wemining ~~decide~~revenue topayouts ~~take~~may ~~advantage~~have ofa ~~certain~~negative ~~exemptions~~impact ~~from~~on ~~various~~our ~~reporting~~business, ~~requirements~~financial ~~applicable to smaller reporting companies~~condition, ~~our~~and ~~common~~results ~~stock~~of ~~could be less attractive to investors~~operations.

We ~~qualify~~receive asdigital aasset ~~“smaller~~mining ~~reporting~~rewards ~~company,”~~from ~~meaning~~our ~~that~~mining weactivity ~~are~~through ~~not~~third-party anmining ~~investment~~pool ~~company~~operators, anincluding ~~asset-backed~~ViaBTC ~~issuer,~~& ~~or a majority-owned~~Nicehash. ~~subsidiary~~Mining ofpools aallow ~~parent~~miners ~~company~~to ~~that~~combine istheir ~~not~~processing ~~a “smaller reporting company~~power,” ~~and~~increasing ~~have~~their ~~either:~~chances ~~(i) a public float~~ of ~~less~~solving ~~than $250~~a ~~million~~block orand ~~(ii)~~getting ~~annual~~paid ~~revenues~~by ~~of less than $100 million during~~ the ~~most recently completed fiscal year and (A) no public float~~network. orWe ~~(B)~~provide acomputing ~~public~~power ~~float of less than $700 million. As a “smaller reporting company,” we are entitled~~ to ~~rely~~mining ~~on certain reduced disclosure requirements~~pools, ~~such~~which asuse anthis ~~exemption~~computing ~~from~~power ~~providing~~to ~~executive~~operate ~~compensation~~nodes ~~information in our periodic reports~~ and ~~proxy~~validate ~~statements. We~~blocks ~~are~~on ~~also exempt from~~ the ~~auditor attestation requirements provided in Section 404(b) of the Sarbanes-Oxley Act~~blockchain. ~~These exemptions and~~The ~~reduced~~pools ~~disclosures~~then indistribute our ~~SEC~~pro-rata ~~filings~~share ~~due~~of todigital ~~our~~assets ~~status~~mined ~~as a smaller reporting company may make it harder for investors~~ to ~~analyze~~us ~~our results~~based ofon ~~operations~~the ~~and~~computing ~~financial~~power ~~prospects. We cannot predict if investors will find our Common Stock less attractive because~~ we ~~may rely on these exemptions~~contribute. ~~If some investors find our Common Stock less attractive as a result, there may be a less active trading market for our Common Stock and our stock prices may be more volatile.~~

23Under our mining pool agreements with ViaBTC & Nicehash, our daily payout is calculated based on our hashrate contribution delivered to the pool in the applicable calculation period, after deducting the applicable pool fee, if any. Our pool fee in relation to these agreements is currently at or below 2.0% of our daily payout.

~~Risks~~Should ~~Related~~one of our pool operator’s systems suffer downtime due to ~~Our~~a ~~Bitcoin~~cyberattack, ~~Strategy~~software malfunction or other similar issues, it will negatively impact our ability to mine and ~~Holdings~~receive digital asset mining rewards. Furthermore, we are dependent on the accuracy of the mining pool operators’ record keeping to accurately record the total processing power provided by us and other mining pool participants to the pool for a given digital asset mining application in order to assess the proportion of that total processing power we provided. While we have internal methods of tracking both our processing power provided and the total used by the pool, the mining pool operator uses its own recordkeeping to determine our proportion of a given reward. We have little means of recourse against mining pool operators 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, financial condition, and results of operations.

~~Our bitcoin strategy exposes us to various risks, including risks associated with bitcoin.~~-22-

~~Our~~The ~~bitcoin~~further ~~strategy~~development ~~exposes~~and usacceptance of the Scrypt network and other digital assets is subject to ~~various~~a ~~risks,~~variety ~~including~~of factors that are difficult to evaluate. The slowing or stopping of the ~~following:~~development or acceptance of digital asset systems may adversely affect our business, financial condition, and results of operations.

~~Bitcoin~~The isuse aof ~~highly~~digital ~~volatile~~assets ~~asset.~~to, ~~Bitcoin~~among isother athings, ~~highly~~buy ~~volatile~~and ~~asset~~sell ~~that~~goods ~~has~~and ~~traded~~services ~~below~~and ~~$50~~complete transactions,~~000~~ ~~per~~is ~~bitcoin~~part of a new and ~~above~~rapidly evolving ~~$105~~industry that employs digital assets,~~000~~ ~~per~~based ~~bitcoin on~~upon ~~the~~a ~~Coinbase~~computer-generated ~~exchange~~mathematical ~~(our~~and/or ~~principal~~cryptographic ~~market~~protocol. ~~for~~The ~~bitcoin)~~growth of inthis ~~the~~industry 12in ~~months~~general, ~~preceding~~and the ~~date~~use of ~~this~~Scrypt ~~Annual~~network ~~Report.~~currency ~~The~~in ~~trading~~particular, ~~price of~~is ~~bitcoin~~subject ~~significantly~~to ~~decreased~~a ~~during~~high ~~prior~~degree ~~periods~~of uncertainty, and ~~such~~the slowing ~~declines~~or ~~may~~stopping ~~occur~~of ~~again~~the indevelopment ~~the~~or ~~future~~acceptance of developing protocols may occur unpredictably.

~~Bitcoin~~Other ~~does~~factors ~~not~~that ~~pay~~could ~~interest~~affect orfurther ~~dividends.~~development ~~Bitcoin does not pay interest or other returns~~ and weacceptance ~~can~~of ~~only~~digital ~~generate~~asset ~~cash~~networks from our bitcoin holdings if we sell our bitcoin or implement strategies to create income streams or otherwise generate cash by using our bitcoin holdings. Even if we pursue any such strategies, we may be unable to create income streams or otherwise generate cash from our bitcoin holdings, and ~~any~~other ~~such~~digital ~~strategies~~assets ~~may subject us to additional risks.~~include:

~~Our bitcoin~~● ~~holdings~~continued ~~significantly~~worldwide ~~impact~~growth ~~our~~in ~~financial~~the ~~results~~adoption and ~~the~~use ~~market~~of ~~price~~digital assets as a medium of ~~our~~exchange ~~listed~~or ~~securities.~~store ~~Our~~of ~~bitcoin~~value; ~~holdings~~● ~~have significantly~~governmental ~~affected~~regulation ~~our~~of ~~financial~~Bitcoin, ~~results~~Dogecoin, ~~and~~Litecoin, ifor wetheir ~~continue~~use, toor ~~increase~~restrictions ~~our~~on ~~overall~~or ~~holdings~~regulation of ~~bitcoin~~access into and operation of the ~~future~~Bitcoin, ~~they~~Dogecoin, ~~will have~~or anLitecoin ~~even~~networks ~~greater~~or ~~impact~~similar ondigital ~~our~~asset systems; ● limitations on financial ~~results~~institutions processing funds for digital asset transactions, processing wire transfers to or from digital asset exchanges, digital-asset-related companies or service providers, or servicing or maintaining accounts for persons or entities transacting in Bitcoin, Dogecoin, or other digital assets; ● changes in consumer demographics and public tastes and preferences; ● the ~~market~~maintenance ~~price~~and development of ~~our~~the ~~listed~~open-source ~~securities.~~software ~~See~~protocol ~~“Risks~~of ~~Related~~the network, including software updates and changes to ~~Our~~network protocols that could introduce bugs or security risks; ● the increased consolidation of contributors to the Bitcoin ~~Strategy~~, Litecoin, or Dogecoin blockchains through mining pools; ● the availability and ~~Holdings~~popularity –of ~~Our~~other ~~historical~~forms ~~financial~~or ~~statements~~methods doof ~~not~~buying ~~reflect~~and selling goods and services, including new means of using fiat currencies; ● the ~~potential~~use ~~variability~~of inthe ~~earnings~~networks ~~that~~supporting wedigital ~~may~~assets ~~experience in~~for developing smart contracts and distributed applications; ● general economic conditions and the ~~future~~regulatory environment relating to ~~our~~digital ~~bitcoin~~assets; ~~holdings~~● environmental restrictions on the use of power to mine Scrypt Network currency and a resulting decrease in global Scrypt Network mining operations; ● an increase in transaction costs on Bitcoin, Dogecoin, or Litecoin networks and a resultant reduction in the use of and demand for such digital assets; and ● negative consumer sentiment and perception of Bitcoin, Dogecoin, Litecoin or digital assets generally.”

~~Our~~The ~~assets~~outcome ~~are~~of ~~concentrated~~these infactors ~~bitcoin.~~could ~~The~~have ~~vast~~negative ~~majority~~effects ofon our ~~assets~~business, ~~are~~financial ~~concentrated~~condition, inand ~~our~~results ~~bitcoin~~of ~~holdings.~~operations ~~The~~as ~~concentration~~well ofas potentially ~~our~~negative ~~assets~~effect inon ~~bitcoin~~the ~~limits~~value ~~our~~of ~~ability~~any todigital ~~mitigate~~asset ~~risk~~we ~~that~~mine ~~could~~or otherwise beacquire ~~achieved~~or byhold ~~holding~~for aour ~~more~~own ~~diversified~~account, ~~portfolio~~which ofwould harm investors ~~treasury~~in ~~assets~~our securities.

We purchase bitcoin using primarily proceeds from equity and debt financings. Our ability to achieve the objectives of our bitcoin strategy depends in significant part on our ability to obtain equity and debt financing. If we are unable to obtain equity or debt financing on favorable terms or at all, we may not be able to successfully execute on our bitcoin strategy.-23-

~~Our~~The ~~bitcoin~~development ~~strategy has not been tested over an extended period of time or under different market conditions. We are continually examining the risks~~ and ~~rewards~~acceptance of ~~our~~competing ~~strategy~~blockchain toplatforms ~~acquire and hold bitcoin. This strategy has not been tested over an extended period of time~~ or ~~under~~technologies ~~different~~may ~~market~~cause ~~conditions.~~consumers ~~For example, although we believe bitcoin, due~~ to ~~its~~use ~~limited~~alternative ~~supply,~~distributed ~~has the potential to serve~~ledgers ~~as a hedge against inflation in the long term, the short-term price of bitcoin declined in recent periods during which the inflation rate increased. If bitcoin prices were to decrease~~ or ~~our~~other ~~bitcoin strategy otherwise proves unsuccessful, our financial condition, results of operations, and the market price of our listed securities would be materially adversely impacted~~alternatives.

WeThe ~~are~~development ~~subject~~and toacceptance counterparty risks, including in particular risks relating to our custodians. Although we have implemented various measures that are designed to mitigate our counterparty risks, including by storing substantially all of ~~the~~competing ~~bitcoin~~blockchain weplatforms ~~own~~or intechnologies ~~custody accounts~~may atcause ~~U.S.-based,~~industry ~~institutional-grade~~participants ~~custodians~~ and ~~negotiating~~consumers ~~contractual arrangements intended~~ to ~~establish that our property~~abandon ~~interest~~Scrypt innetworks. ~~custodially-held~~As ~~bitcoin~~Scrypt isnetwork ~~not~~assets ~~subject~~are tothe ~~claims~~only ofdigital ~~our~~asset ~~custodians’~~we ~~creditors~~mine, ~~applicable~~we ~~insolvency~~could ~~law~~face isdifficulty ~~not~~adapting ~~fully developed with respect~~ to ~~the~~emergent ~~holding of~~ digital ~~assets~~ledgers, blockchains inor ~~custodial~~alternatives ~~accounts~~thereto. IfThis ~~our~~could ~~custodially-held~~prevent ~~bitcoin~~us ~~were~~from ~~nevertheless~~realizing ~~considered to be~~ the ~~property~~anticipated ofprofits from our ~~custodians’~~investments. ~~estates~~Such ~~in the event that any such custodians were to enter bankruptcy, receivership or similar~~circumstances ~~insolvency proceedings, we~~ could behave ~~treated as~~ a ~~general~~material ~~unsecured~~adverse ~~creditor~~effect ofon ~~such custodians, inhibiting~~ our ~~ability to exercise ownership rights with respect to such bitcoin~~business, orfinancial ~~delaying or hindering our access to our bitcoin holdings~~condition, and ~~this~~results ~~may~~of ~~ultimately~~operations ~~result~~and in the ~~loss~~ ~~of the~~ value ~~related to some or all~~ of ~~such~~any ~~bitcoin,~~digital ~~which~~assets we ~~could~~mine ~~have~~or aotherwise ~~material~~acquire ~~adverse~~or ~~effect~~hold onfor our ~~financial~~own ~~condition as well as the market price of our listed securities~~account.

~~The~~Our ~~broader digital assets industry is subject to counterparty risks~~operations, ~~which~~investment ~~could adversely impact the adoption rate~~strategies, ~~price,~~ and ~~use~~profitability ofmay ~~bitcoin. A~~be ~~series~~adversely ofaffected ~~recent~~by ~~high-profile~~competition ~~bankruptcies,~~from ~~closures, liquidations, regulatory enforcement actions and~~ other ~~events~~methods relating to companies operating in the digital asset industry have highlighted the counterparty risks applicable to owning and transacting in digital assets. Although these bankruptcies, closures, liquidations and other events have not resulted in any loss or misappropriation of ~~our bitcoin,~~investing ~~nor have such events adversely impacted our access to our bitcoin, they have,~~ in ~~the short-term~~Bitcoin, ~~likely negatively impacted~~ ~~the adoption rate and use of bitcoin. Additional bankruptcies~~Dogecoin, ~~closures,~~Litecoin ~~liquidations, regulatory enforcement actions~~ or other ~~events involving participants in the~~ digital assets industry in the future may further negatively impact the adoption rate, price, and use of bitcoin, limit the availability to us of financing collateralized by bitcoin, or create or expose additional counterparty risks.

24We compete with other users and/or companies that are mining Scrypt network digital currency and other digital assets, and we also face significant competition from other users and/or companies that are processing transactions on one or more digital asset networks, as well as other potential financial vehicles, including securities, derivatives or futures backed by, or linked to, digital assets through entities such as exchange-traded funds, including spot Bitcoin exchange-traded funds (ETFs). Market and financial conditions, and other conditions beyond our control, may make it more attractive to invest in other financial vehicles, or to invest in Bitcoin, Dogecoin or Litecoin directly, which could limit the market for shares of our common stock and reduce its liquidity. The emergence of other financial vehicles and exchange-traded funds have been scrutinized by regulators and such scrutiny and the negative impressions or conclusions resulting from such scrutiny could be applicable to us and impact our ability to successfully pursue our strategy or operate at all, or to establish or maintain a public market for our securities. Such circumstances could have a material adverse effect on our business, financial condition, and results of operations and potentially the value of any digital assets we mine or otherwise acquire or hold for our own account, and could harm our investors.

~~Changes~~The incharacteristics ~~the accounting treatment~~ of ~~our~~certain ~~bitcoin~~Scrypt ~~holdings~~currencies ~~could~~ have ~~significant accounting impacts~~been, ~~including~~and ~~increasing~~may in the ~~volatility~~future ~~of our~~continue ~~results.~~to ~~We have adopted ASU 2023-08 as of January 1~~be, ~~2025,~~exploited ~~which requires us~~ to ~~measure~~facilitate ~~our~~illegal ~~bitcoin holdings at fair value in~~activity ~~our~~such ~~statement~~as offraud, ~~financial~~money ~~position~~laundering, ~~and~~tax toevasion, ~~recognize gains~~ and ~~losses~~ransomware ~~from~~scams. ~~changes~~Furthermore, in the ~~fair~~exchanges ~~value~~on ofwhich ~~our~~Scrypt ~~bitcoin~~currency intrades ~~net~~are ~~income each~~relatively ~~reporting~~new ~~period~~and, ~~beginning~~in ~~January~~most 1cases, ~~2025.~~largely ~~ASU~~unregulated ~~2023-08~~and ~~also~~may ~~requires~~therefore usbe tomore ~~provide~~exposed ~~certain~~to ~~interim~~fraud and ~~annual~~failure ~~disclosures~~than ~~with~~established, ~~respect~~regulated exchanges tofor ~~our~~other ~~bitcoin holdings~~assets. ~~Due~~Such incircumstances ~~particular~~may toresult ~~the volatility~~ in ~~the price of bitcoin, we expect the adoption of ASU 2023-08 to have~~ a ~~material~~ ~~impact~~reduction ~~on our financial results~~ in ~~future periods, increase~~ the ~~volatility~~price of ~~our~~these ~~financial~~digital ~~results,~~assets and ~~affect~~can ~~the~~adversely ~~carrying value~~affect of our bitcoin on our balance sheet. As described in greater detail under the risk factor heading “Risks Related to Our Business in General—Unrealized fair value gains on our bitcoin holdings could cause us to become subject to the corporate alternative minimum tax under the Inflation Reduction Act of 2022business,~~” ASU 2023-08 could also have adverse tax consequences. These impacts could in turn~~ ~~have a material adverse effect on our~~ financial ~~results~~condition, and ~~the~~results ~~market price~~ of ~~our listed securities~~operations.

~~The~~Digital ~~broader~~assets mined through Scrypt-based blockchain networks and the exchanges on which such digital assets ~~industry~~trade are relatively new and, in most cases, largely unregulated. Certain characteristics, including the ~~technology~~speed ~~associated~~ with which digital ~~assets,~~asset transactions can be conducted, the ~~rate~~ability ofto ~~adoption~~conduct ~~and~~transactions ~~development~~without the involvement of regulated intermediaries, ~~and use~~the ~~cases~~ability ~~for~~to engage in transactions across multiple jurisdictions, the irreversible nature of certain digital ~~assets~~asset transactions, ~~market~~and ~~perception~~encryption oftechnology that anonymizes these transactions make digital assets, ~~and~~particularly ~~the~~susceptible ~~legal~~to use in illegal activity such as fraud, ~~regulatory~~money laundering, tax evasion, and ransomware ~~accounting~~scams. ~~treatment~~Furthermore, ofmany digital ~~assets~~asset exchanges do not typically provide the public with significant information regarding ~~are~~their ~~constantly~~ownership ~~developing~~structure, ~~and~~management ~~changing~~teams, ~~and~~corporate ~~there~~practices, ~~may~~or beregulatory ~~additional~~compliance. ~~risks~~As ina result, the ~~future~~marketplace ~~that~~may ~~are~~lose ~~not~~confidence in, ~~possible~~or may experience problems relating to, ~~predict~~digital asset exchanges, including prominent exchanges handling a significant portion of the volume of digital assets trading.

~~Bitcoin~~While iswe continue to maintain policies and procedures reasonably designed to promote compliance with applicable anti-money laundering and sanctions laws, if we are found to have transacted with bad actors that have used digital assets to launder money or persons subject to sanctions, we may be subject to regulatory proceedings and may be prohibited or restricted from engaging in further transactions or dealings in digital assets. Furthermore, negative perception, a ~~highly~~lack ~~volatile~~of stability in the broader digital asset markets, and ~~fluctuations~~the closure or temporary shutdown of digital asset exchanges due to fraud, business failure, hackers, malware, or government-mandated regulation may reduce confidence in digital assets and result in greater volatility in the ~~price~~prices of ~~bitcoin~~digital assets. A number of digital asset exchanges have inbeen closed due to fraud, failure, or security breaches. In many of these instances, the ~~past~~customers ~~influenced~~of ~~and~~such ~~are~~digital ~~likely~~asset toexchanges ~~continue~~were tonot ~~influence~~compensated or made whole for the partial or complete losses of their account balances in such digital asset exchanges. To the extent investors view our ~~financial~~common ~~results~~stock ~~and~~as linked to the ~~market~~value of our digital asset holdings, such a negative perception of digital asset exchanges could have a material adverse effect on the price of our ~~listed~~common ~~securities~~stock.

Bitcoin is a highly volatile asset, and fluctuations in the price of bitcoin have in the past influenced and are likely to continue to influence our financial results and the market price of our listed securities. Our financial results and the market price of our listed securities would-24-

●It may be ~~adversely~~illegal ~~affected~~now, and our business and financial condition would be negatively impacted, if the price of bitcoin decreased substantially (as it has in the past, including during 2022), including as a result of: ● decreased user and investor confidence in bitcoin, including due to the various factors described herein; ● investment and trading activities, such as (i) trading activities of highly active retail and institutional users, speculators, miners and investors; (ii) actual or expected significant dispositions of bitcoin by large holders, including the expected liquidation of digital assets associated with entities that have filed for bankruptcy protection and the transfer and sale of bitcoins associated with significant hacks, seizures, or forfeitures, such as the transfers of bitcoin to (a) creditors of the hacked cryptocurrency exchange Mt. Gox which began in ~~July 2024, (b) claimants following proceedings related to a 2016 hack of Bitfinex—which claims are currently being adjudicated, (c)~~ the ~~German government following the seizure of about 50~~future,~~000~~ ~~bitcoin in January 2024 from the operator of Movie2k.~~to, ~~or (d) the Northern District Court of California granting the U.S. Department of Justice in January 2025 the right to liquidate 69~~acquire,~~370~~ bitcoin seized from the Silk Road marketplace; and (iii) actual or perceived manipulation of the spot or derivative markets for bitcoin or spot bitcoin exchange-traded products (“ETPs”); ● negative publicityown, ~~media or social media coverage~~hold, ~~or sentiment due to events in or relating to~~sell, or perception of, bitcoin or the broader digital assets industry, for example, (i) public perception that bitcoin can be used as a vehicle to circumvent sanctions, including sanctions imposed on Russia or certain regions related to the ongoing conflict between Russia and Ukraine, or to fund criminal or terrorist activities, such as the purported use of digital assets ~~by Hamas to fund its terrorist attack against Israel in October 2023; (ii) expected or pending civil~~, ~~criminal,~~participate ~~regulatory enforcement or other high profile actions against major participants~~ in ~~the~~blockchains ~~bitcoin ecosystem, including the SEC’s enforcement actions against Coinbase, Inc. and Binance Holdings Ltd.; (iii) additional filings for bankruptcy protection~~ or ~~bankruptcy~~utilize ~~proceedings of major~~ similar digital ~~asset~~assets industry participants, such as the bankruptcy proceeding of FTX Trading and its affiliates; and (iv) the actual or perceived environmental impact of bitcoin and related activities, including environmental concerns raised by private individuals, governmental and non-governmental organizations, and other actors related to the energy resources consumed in ~~the~~one ~~bitcoin mining process; ● changes in consumer preferences and the perceived value~~ or ~~prospects of bitcoin; ● competition from other digital assets that exhibit better speed, security, scalability, or energy efficiency, that feature other~~ more ~~favored characteristics, that are backed by governments, including the U~~countries.S. government, or reserves of fiat currencies, or that represent ownership or security interests in physical assets; ● a decrease in the price of other digital assets, including stablecoins, or the crash or unavailability of stablecoins that are used as a medium of exchange for bitcoin purchase and sale transactions, such as the crash of the stablecoin Terra USD in 2022, to the extent the decrease in the price of such other digital assets or the unavailability of such stablecoins may cause a decrease in the price of bitcoin or adversely affect investor confidence in digital assets generally;

25Although currently digital assets generally are not regulated or are lightly regulated in most countries, countries such as China have taken harsh regulatory action to curb the use of digital assets and may continue to take regulatory action in the future that could severely restrict the right to acquire, own, hold, sell, or use these digital assets or to exchange them for fiat currency. For example, in 2021 China instituted a blanket ban on all digital asset mining and transactions, including overseas digital asset exchange services taking place in China, effectively making all digital asset-related activities illegal in China. In certain nations, it is illegal to accept payment in Bitcoin or other digital assets for consumer transactions, and banking institutions are barred from accepting deposits of Bitcoin. Such restrictions may adversely affect us as the large-scale use of digital assets as a means of exchange is presently confined to certain regions globally. Such circumstances could have a material adverse effect on our business, financial condition, and results of operations and potentially the value of any digital asset we mine or otherwise acquire or hold for our own account, ultimately harming investors.

●A failure ~~the identification of Satoshi Nakamoto, the pseudonymous person or persons who developed bitcoin, or the transfer of substantial amounts of bitcoin from bitcoin wallets attributed~~ to ~~Mr.~~properly ~~Nakamoto;~~monitor ● developments relating to the Bitcoin protocol, including (i) changes to the Bitcoin protocol that impact its security, speed, scalability, usability, or value, such as changes to the cryptographic security protocol underpinning the Bitcoin blockchain, changes to the maximum number of bitcoin outstanding, changes to the mutability of transactions, changes relating to the size of blockchain blocks, and ~~similar~~upgrade ~~changes, (ii) failures to make upgrades to~~ the ~~Bitcoin~~Scrypt ~~protocol~~network’s ~~to adapt to security, technological, legal or other challenges, and (iii) changes to the Bitcoin~~ protocol ~~that~~could ~~introduce~~damage ~~software bugs, security risks or other elements~~ that ~~adversely~~network affect bitcoin; ● disruptions, failures, unavailability, or interruptions in service of trading venues for bitcoin, such as, for example, the announcement by the digital asset exchange FTX Trading that it would freeze withdrawals and ~~transfers~~an from its accounts and subsequent filing for bankruptcy protection and the SEC enforcement action brought against Binance Holdings Ltd., which initially sought to freeze all of its assets during the pendency of the enforcement action and has since resulted in Binance discontinuing all fiat deposits and withdrawals in the U.S.; ● the filing for bankruptcy protection by, liquidation of, or market concerns about the financial viability of digital asset custodians, trading venues, lending platforms, investment funds, or other digital asset industry participants, such as the filing for bankruptcy protection by digital asset trading venues FTX Trading and BlockFi and digital asset lending platforms Celsius Network and Voyager Digital Holdings in ~~2022,~~our the ordered liquidation of the digital asset investment fund Three Arrows Capital in 2022, the announced liquidation of Silvergate Bank in 2023, the government-mandated closure and sale of Signature Bank in 2023, the placement of Prime Trust, LLC into receivership following a cease-and-desist order issued by the Nevada Department of Business and Industry in 2023, and the exit of Binance from the Usecurities.S. market as part of its settlement with the Department of Justice and other federal regulatory agencies; ● regulatory, legislative, enforcement and judicial actions that adversely affect the price, ownership, transferability, trading volumes, legality or public perception of bitcoin, or that adversely affect the operations of or otherwise prevent digital asset ● custodians, trading venues, lending platforms or other digital assets industry participants from operating in a manner that allows them to continue to deliver services to the digital assets industry; ● further reductions in mining rewards of bitcoin, including due to block reward halving events, which are events that occur after a specific period of time (the most recent of which occurred in April 2024) that reduce the block reward earned by “miners” who validate bitcoin transactions, or increases in the costs associated with bitcoin mining, including increases in electricity costs and hardware and software used in mining, or new or enhanced regulation or taxation of bitcoin mining, which could further increase the costs associated with bitcoin mining, any of which may cause a decline in support for the Bitcoin network; ● transaction congestion and fees associated with processing transactions on the Bitcoin network; ● macroeconomic changes, such as changes in the level of interest rates and inflation, fiscal and monetary policies of governments, trade restrictions, and fiat currency devaluations; ● developments in mathematics or technology, including in digital computing, algebraic geometry and quantum computing, that could result in the cryptography used by the Bitcoin blockchain becoming insecure or ineffective; and ● changes in national and international economic and political conditions, including, without limitation, federal government policies, trade tariffs and trade disputes, the adverse impacts attributable to the current conflict between Russia and Ukraine and the economic sanctions adopted in response to the conflict, and the broadening of the Israel-Hamas conflict to other countries in the Middle East.

26As open-source projects, blockchain networks that utilize the Scrypt PoW consensus algorithm generally do not generate revenues for their contributors, and contributors are typically not compensated for maintaining or updating the underlying network protocols. The lack of guaranteed financial incentives for contributors to maintain or develop the Scrypt-based network protocols, and the lack of guaranteed resources to adequately address emerging issues with such networks may reduce incentives to address the issues adequately or in a timely manner. To the extent that contributors fail to adequately update and maintain the protocols governing Scrypt-based blockchain networks, there may be a material adverse effect on our business, prospects, or operations and potentially the value of any digital assets we mine or otherwise acquire or hold for our own account.

~~Bitcoin~~There ~~and~~is ~~other~~a ~~digital~~possibility ~~assets~~of ~~are~~Scrypt ~~novel~~mining ~~assets,~~algorithms ~~and~~transitioning ~~are~~to ~~subject~~“proof toof ~~significant~~stake” ~~legal~~validation, ~~commercial~~which could make us less competitive and adversely affect our business, ~~regulatory~~financial condition, and ~~technical~~results ~~uncertainty~~of operations.

~~Bitcoin~~“Proof ~~and~~of ~~other~~stake” ~~digital~~is ~~assets~~an ~~are~~alternative ~~relatively~~method ~~novel~~in ~~and~~validating ~~are~~digital ~~subject~~asset totransactions. ~~significant~~Should ~~uncertainty,~~the ~~which~~Scrypt ~~could~~network ~~adversely~~shift ~~impact~~from ~~their~~a ~~price. The~~“proof ~~application~~ of ~~state~~work” ~~and~~validation ~~federal~~method ~~securities~~to ~~laws~~a ~~and~~“proof ~~other~~of ~~laws~~stake” ~~and~~validation ~~regulations~~method, tomining ~~digital~~would ~~assets~~require isless ~~unclear~~energy inand ~~certain~~may ~~respects~~render companies, ~~and it~~such isas ~~possible~~ours, ~~that~~less ~~regulators~~competitive. inFurthermore, ~~the~~if ~~United~~our ~~States~~miners or ~~foreign~~other ~~countries~~mining ~~may~~infrastructure ~~interpret~~cannot orbe ~~apply~~modified ~~existing~~to ~~laws~~accommodate changes ~~and regulations~~ in arule ~~manner that~~or ~~adversely~~protocol ~~affects the price~~ of ~~bitcoin or~~ the ~~ability~~Scrypt ofnetwork, ~~individuals~~our orbusiness, ~~institutions~~financial ~~such~~condition, asand usresults toof ~~own~~operations orwill ~~transfer~~be ~~bitcoin~~significantly affected.

~~The~~If ~~U.S.~~a ~~federal~~malicious ~~government,~~actor ~~states,~~or ~~regulatory~~botnet ~~agencies,~~obtains ~~and~~control ~~foreign~~of ~~countries~~a ~~may~~majority ~~also~~of ~~enact~~the ~~new~~processing ~~laws~~power ~~and~~active ~~regulations,~~on orany ~~pursue~~digital ~~regulatory, legislative,~~asset ~~enforcement or judicial actions~~network, ~~that~~including ~~could materially impact~~ the Scrypt ~~price~~network, ~~of bitcoin or~~ the ~~ability~~blockchain ofmay ~~individuals~~be ormanipulated ~~institutions such~~in asa usmanner tothat ~~own~~adversely oraffects ~~transfer~~an ~~bitcoin.~~investment ~~For~~in ~~example, within the past several years:~~us.

●If a ~~President~~malicious ~~Trump~~actor ~~signed~~or anbotnet ~~executive order instructing~~ (a ~~working~~volunteer ~~group~~or ~~comprised~~hacked collection of ~~representatives~~computers ~~from~~controlled ~~key~~by ~~federal~~networked ~~agencies~~software tocoordinating ~~evaluate~~the ~~measures~~actions of ~~that~~the ~~can~~computers) beobtains ~~taken~~a tomajority ~~provide~~of ~~regulatory~~the ~~clarity~~processing ~~and~~power ~~certainty~~dedicated ~~built~~to mining on ~~technology-neutral~~any ~~regulations for individuals and firms involved in~~ digital ~~assets~~asset network, including ~~through well-defined jurisdictional regulatory boundaries; ●~~ the ~~European~~Scrypt ~~Union adopted Markets in Crypto Assets Regulation (“MiCA”)~~network, it amay ~~comprehensive~~be ~~digital~~able ~~asset~~to ~~regulatory~~alter ~~framework~~the ~~for~~blockchain ~~the~~by ~~issuance~~constructing ~~and~~fraudulent ~~use~~blocks ofor ~~digital~~preventing ~~assets,~~certain ~~like~~transactions ~~bitcoin;~~from ●completing in ~~June~~a ~~2023~~timely manner, ~~the~~or ~~SEC~~at ~~filed complaints against Binance Holdings Ltd~~all. ~~and~~In ~~Coinbase,~~such ~~Inc.,~~alternate ~~and their respective affiliated entities~~blocks, ~~relating~~the ~~to,~~malicious ~~among~~actor ~~other~~or ~~claims,~~botnet ~~that~~could ~~each party was operating as an unregistered securities exchange~~control, ~~broker~~exclude, ~~dealer,~~or ~~and~~modify ~~clearing~~the ~~agency;~~ordering ●of ~~in November 2023~~transactions, though ~~the~~it ~~SEC~~could ~~filed~~not agenerate ~~complaint~~new ~~against~~digital ~~Payward~~assets ~~Inc.~~or ~~and~~transactions ~~Payward~~using ~~Ventures~~such ~~Inc~~control., ~~together~~Using ~~known~~alternate ~~as Kraken~~blocks, ~~alleging,~~the ~~among~~malicious ~~other~~actor ~~claims,~~could “double-spend” ~~that~~its ~~Kraken’s~~own ~~crypto~~digital ~~trading~~assets ~~platform was operating as an unregistered securities exchange~~(i.e., ~~broker,~~spend ~~dealer,~~the ~~and~~same ~~clearing~~digital ~~agency;~~assets ● in ~~June~~more ~~2023,~~than ~~the~~one ~~United~~transaction) ~~Kingdom adopted~~ and ~~implemented~~prevent the confirmation ~~Financial~~of ~~Services~~other ~~and~~users’ ~~Markets~~transactions ~~Act~~for ~~2023~~so ~~(“FSMA~~long ~~2023”),~~as ~~which~~it ~~regulates~~maintains ~~market activities in “cryptoassets;” ● in November 2023, Binance Holdings Ltd~~control. ~~and~~To ~~its then chief executive officer reached a settlement with~~ the ~~U.S.~~extent ~~Department~~that ofsuch ~~Justice,~~malicious ~~CFTC,~~actor ~~the~~or ~~U.S.~~botnet did ~~Department~~not ofyield ~~Treasury’s~~its ~~Office~~control of ~~Foreign Asset Control, and~~ the ~~Financial~~processing ~~Crimes~~power ~~Enforcement~~on ~~Network to resolve a multi-year investigation by~~ the ~~agencies~~Scrypt ~~and~~or ~~a civil suit brought by the CFTC, pursuant to which Binance Holdings Ltd. agreed to, among~~ other ~~things~~network, ~~pay~~or ~~$4.3 billion in penalties across~~ the ~~four~~Scrypt ~~agencies~~or ~~and~~other tocommunity ~~discontinue~~did ~~its~~not ~~operations~~reject in the fraudulent ~~United~~blocks ~~States;~~as ~~and ● in China~~malicious, ~~the~~reversing ~~People’s~~any ~~Bank~~changes ofmade ~~China~~to ~~and~~ the ~~National~~blockchain ~~Development~~may ~~and~~not ~~Reform~~be ~~Commission have outlawed cryptocurrency mining and declared all cryptocurrency transactions illegal within the country~~possible.

It is not possible to predict whether, or when, new laws will be enacted that change the legal framework governing digital assets or provide additional authorities to the SEC or other regulators, or whether, or when, any other federal, state or foreign legislative bodies will take any similar actions. It is also not possible to predict the nature of any such additional laws or authorities, how additional legislation or regulatory oversight might impact the ability of digital asset markets to function, the willingness of financial and other institutions to continue to provide services to the digital assets industry, or how any new laws or regulations, or changes to existing laws or regulations, might impact the value of digital assets generally and bitcoin specifically. The consequences of any new law or regulation relating to digital assets and digital asset activities could adversely affect the market price of bitcoin, as well as our ability to hold or transact in bitcoin, and in turn adversely affect the market price of our listed securities.-25-

~~Moreover~~Miners ceasing operations would reduce the collective processing power on Scrypt-based digital asset networks, which would adversely affect the ~~risks~~confirmation ofprocess ~~engaging~~for intransactions a(i.e., ~~bitcoin~~temporarily ~~strategy~~decreasing the speed at which blocks are ~~relatively~~added ~~novel~~to ~~and~~the ~~have~~applicable ~~created~~blockchain until the next scheduled adjustment in difficulty for block solutions). If a reduction in processing power occurs, Scrypt-based networks, including those underlying Litecoin and ~~could~~Dogecoin, ~~continue~~may become more vulnerable to ~~create~~a malicious actor obtaining control in excess of 50% of the processing power on the relevant network. Although as of the date hereof, ~~complications~~there ~~due~~are tono known reports of malicious activity or permanent control of the ~~lack~~Litecoin or Dogecoin blockchains achieved through controlling over 50% of ~~experience~~the processing power on such networks, it is believed that ~~third~~certain ~~parties~~mining pools may have ~~with~~exceeded, ~~companies~~and ~~engaging~~could exceed, the 50% threshold from time to time. The possible crossing of the 50% threshold indicates a greater risk in ~~such~~that a ~~strategy~~single mining pool could exert authority over transaction validation, ~~such~~block asordering, or ~~increased~~protocol ~~costs~~behavior ofon ~~director~~a Scrypt-based network. To the extent that Scrypt-based digital asset ecosystems, including developers and ~~officer~~administrators ~~liability~~of ~~insurance~~mining orpools, ~~the~~do ~~potential~~not ~~inability~~act to ~~obtain~~ensure ~~such~~greater ~~coverage~~decentralization onof ~~acceptable~~mining ~~terms~~processing inpower, the ~~future~~feasibility of a malicious actor obtaining control of the processing power on one or more of these networks will likely increase, which may adversely impact our business, financial condition, and results of operations.

~~The~~Weather ~~growth~~events ~~of the digital assets industry in general,~~ and ~~the~~manmade ~~use~~disasters ~~and acceptance of bitcoin in particular,~~ may ~~also~~affect ~~impact~~our ~~the price of bitcoin and is subject to a high degree of uncertainty~~business. The pace of worldwide growth in the adoption and use of bitcoin may depend, for instance, on public familiarity with digital assets, ease of buying, accessing or gaining exposure to bitcoin, institutional demand for bitcoin as an investment asset, the participation of traditional financial institutions in the digital assets industry, consumer demand for bitcoin as a store of value or means of payment, and the availability and popularity of alternatives to bitcoin. Even if growth in bitcoin adoption occurs in the near or medium-term, there is no assurance that bitcoin usage will continue to grow over the long-term.

27Severe weather events and other natural or manmade disasters may cause physical damage, disrupt power availability, increase electricity costs, or interrupt services at our colocation sites or those of key vendors. While we may maintain business continuity and disaster recovery plans, such plans may not be effective in all circumstances. Any prolonged disruption could have a material adverse effect on our business, financial condition, and results of operations.

~~Because~~Forks bitcoin has no physical existence beyond the record of transactions on the Bitcoin blockchain, a variety of technical factors related to the Bitcoin blockchain could also impact the price of bitcoin. For example, malicious attacks by miners, inadequate mining fees to incentivize validating of bitcoin transactions, hard “forks” of the Bitcoin blockchain into multiple blockchains, and advances in digital computing, algebraic geometry, and quantum computing could undercut the integrity of the Bitcoin blockchain and negatively affect the price of bitcoin. The liquidity of bitcoin may also be reduced and damage to the public perception of bitcoin may occur, if financial institutions were to deny or ~~limit~~protocol ~~banking~~changes services to businesses that hold bitcoin, provide bitcoin-related services or accept bitcoin as payment, which could also decrease the price of bitcoin. Actions by U.S. banking regulators, such as the issuance in February 2023 by Federal banking agencies of the “Interagency Liquidity Risk Statement,” which cautioned banks on contagion risks posed by providing services to digital assets customers, and similar actions, have in the past resulted in or contributed to reductions in access to banking services for bitcoinScrypt-~~related~~based ~~customers and service providers, or the willingness of traditional financial institution to participate in markets for~~ digital ~~assets.~~asset ~~The~~networks ~~liquidity of bitcoin~~ may ~~also~~adversely beaffect ~~impacted to~~ the ~~extent~~value ~~that changes in applicable laws and regulatory requirements negatively impact the ability~~ of ~~exchanges and trading venues to provide services for bitcoin and other~~ digital assets we hold.

~~Our~~Contributors ~~historical~~can ~~financial~~propose ~~statements~~refinements door ~~not~~improvements ~~reflect~~to the ~~potential~~source ~~variability~~code ingoverning ~~earnings~~Scrypt-based digital asset networks, including the protocols and software that wegovern Litecoin, Dogecoin, or other Scrypt-mined digital assets, and the properties of such assets, including transaction finality, block rewards, and issuance schedules. These changes may ~~experience~~result in a “fork.” In the ~~future~~event ~~relating~~a todeveloper or group ~~our~~of ~~bitcoin~~developers ~~holdings~~proposes modifications that are not accepted by a majority of miners and users, but are nonetheless accepted by a substantial plurality, two or more competing and incompatible blockchain implementations could result running in parallel, yet lacking interchangeability and necessitating exchange-type transactions to convert assets between the forks. This is commonly referred to as a “hard fork.”

~~Our~~The ~~historical~~value ~~financial~~of ~~statements~~digital doassets ~~not~~following ~~fully~~the ~~reflect~~creation of a fork is subject to many factors, including the ~~potential~~value ~~variability~~of inthe ~~earnings~~forked ~~that~~asset, wemarket reaction, ~~may~~network ~~experience~~adoption, and the occurrence of additional forks in the future. ~~from~~It may be unclear following a fork which blockchain ~~holding~~represents the original asset and which represents a new asset. If we hold Bitcoin, Litecoin, Dogecoin, or ~~selling~~other ~~significant~~digital ~~amounts~~assets at the time of ~~bitcoin~~a hard fork, industry standards may dictate that we would be expected to hold an equivalent amount of the old and new assets following the fork.

~~The~~However, ~~price~~we ofmay ~~bitcoin~~not ~~has~~be ~~historically~~able, ~~been~~or ~~subject~~it may not be practical, to ~~dramatic~~secure ~~price~~or ~~fluctuations~~realize ~~and~~the economic benefit of the new asset for various reasons. For example, we may determine that there is ~~highly~~no ~~volatile~~safe or practical way to custody the new asset, that attempting to do so may pose an unacceptable risk to our existing holdings, or that the costs of taking possession of or maintaining ownership of the new digital asset exceed the benefits of owning it. InAdditionally, ~~December~~laws, ~~2023~~regulations, or other factors may prevent us from benefiting from the ~~FASB~~new ~~issued~~asset even if custody is ~~ASU~~technically ~~2023-08~~feasible. As a result, we may not be able to realize the economic benefit of a fork, either immediately or at all, which could weadversely ~~adopted~~affect asthe value of ~~January~~the 1digital assets we hold and our business, ~~2025~~financial condition, and results of operations.

We ~~determine~~may curtail the ~~fair~~energy ~~value~~used ofby our ~~bitcoin~~ Scrypt-based ondigital ~~quoted~~asset ~~(unadjusted)~~mining operations during periods of elevated energy prices, ongrid congestion, or power shortages, either voluntarily or pursuant to agreements with utility providers or grid operators. We may also encounter circumstances in which utilities or government entities restrict or prohibit the ~~Coinbase~~provision ~~exchange~~of ~~(our~~electricity ~~principal~~to ~~market~~digital ~~for~~asset ~~bitcoin)~~mining operations.

~~ASU 2023~~-08 requires us to measure our bitcoin holdings at fair value in our statement of financial position, and to recognize gains and losses from changes in the fair value of our bitcoin in net income each reporting period. ASU 202326-~~08 also requires us to provide certain interim and annual disclosures with respect to our bitcoin holdings.~~

~~Because~~In wesuch ~~intend~~cases, ~~to purchase additional bitcoin in future periods and increase~~ our ~~overall~~ability ~~holdings~~to ofmine ~~bitcoin~~Litecoin, weDogecoin, ~~expect~~or ~~that~~other ~~the~~Scrypt-based ~~proportion of~~digital ~~our total~~ assets ~~represented~~may bybe ~~our~~negatively ~~bitcoin~~affected, ~~holdings~~which ~~will~~could ~~increase~~reduce our inoperating ~~the~~revenues ~~future. As a result,~~ and inadversely ~~particular~~impact ~~due to~~ our ~~adoption of~~business, ~~ASU~~financial ~~2023-08~~condition, ~~volatility~~and inresults ~~our~~of ~~earnings may be significantly more than what we experienced in prior periods~~operations.

~~The~~Third ~~availability~~parties may assert intellectual property or other legal claims relating to the holding, transfer, mining, or validation of ~~spot~~digital ~~ETPs~~assets, including ~~for~~Bitcoin, ~~bitcoin~~Litecoin, Dogecoin, and ~~other~~their associated source code or consensus mechanisms. Regardless of the merit of any such claim, any threatened action that reduces confidence in the long-term viability of one or more digital asset networks, or in the ability of end-users to hold or transfer digital assets, may adversely affect the ~~market~~value ~~price~~ of the digital assets we hold and our ~~listed~~business, ~~securities~~financial condition, and results of operations.

~~Although~~Additionally, ~~bitcoin and other digital assets have experienced~~ a ~~surge~~meritorious ofintellectual ~~investor~~property ~~attention~~claim ~~since~~could ~~bitcoin~~prevent ~~was~~us ~~invented~~or inother ~~2008,~~participants ~~until~~from ~~recently~~accessing ~~investors in~~one ~~the~~or ~~United~~more ~~States had limited means to gain direct exposure to bitcoin through traditional investment channels, and instead generally were only able to hold bitcoin through “hosted” wallets provided by~~ digital asset ~~service~~networks ~~providers~~ or ~~through “unhosted”~~ ~~wallets~~from ~~that~~holding, ~~expose~~transferring, ~~the investor to risks associated with loss~~ or ~~hacking~~mining ofcertain ~~their~~digital ~~private keys~~assets. ~~Given~~As ~~the~~a ~~relative novelty of digital assets~~result, ~~general~~an ~~lack~~intellectual ofproperty ~~familiarity~~claim ~~with~~against ~~the~~us ~~processes~~or ~~needed~~other tosignificant network ~~hold~~participants ~~bitcoin~~could ~~directly,~~materially asadversely ~~well~~affect asour ~~the~~business, ~~potential reluctance of~~ financial ~~planners~~ ~~and advisers to recommend direct bitcoin holdings to their retail customers because of the manner in which such holdings are custodied~~condition, ~~some investors have sought exposure to bitcoin through investment vehicles that hold bitcoin~~ and ~~issue~~results shares representing fractional undivided interests in their underlying bitcoin holdings. These vehicles, which were previously offered only to “accredited investors” on a private placement basis, have in the past traded at substantial premiums to net asset value, possibly due to the relative scarcity of ~~traditional investment vehicles providing investment exposure to bitcoin~~operations.

OnWe ~~January~~are ~~10,~~highly ~~2024,~~concentrated ~~the~~in ~~SEC~~Bitcoin, ~~approved~~Dogecoin, ~~the listing~~ and ~~trading of spot bitcoin ETPs~~Litecoin, ~~the~~each ~~shares~~ of which ~~can~~is behighly ~~sold in public offerings and are traded on U~~volatile.S. ~~national~~Fluctuations ~~securities~~in ~~exchanges. The approved ETPs commenced trading directly to~~ the ~~public~~prices onof ~~January~~these ~~11, 2024,~~digital ~~with~~assets ahave ~~trading volume of $4.6 billion on the first trading day. Additionally~~influenced, ~~on May 23, 2024, the SEC approved rule changes permitting the listing~~ and ~~trading~~are oflikely ~~spot~~to ~~ETPs~~continue ~~that~~to ~~invest~~influence, inour ~~ether~~business, ~~the~~financial ~~main crypto asset supporting the Ethereum blockchain. The approved spot ETPs commenced trading directly to the public on July 23~~condition, ~~2024.~~results ~~The listing and trading~~ of ~~spot ETPs for ether offers investors another alternative to gain exposure to digital assets~~operations, ~~which~~and ~~could result in a decline in~~ the ~~trading~~ market price of ~~bitcoin as well as a decline in the value of~~ our common stock ~~relative to the value of our bitcoin~~.

28Currently, our investments and treasury strategy are highly concentrated in Bitcoin, Dogecoin, and Litecoin. We generate revenue from digital asset rewards earned through self-mining operations, including Scrypt-based mining, and we may also acquire additional digital assets through market purchases to build and manage our digital asset reserves. As a result, our business, financial condition, and results of operations are materially exposed to price movements in these digital assets.

~~Although~~Bitcoin, ~~we are an operating company~~Dogecoin, and weLitecoin ~~believe~~have weeach ~~offer~~experienced asignificant ~~different~~price ~~value proposition than a bitcoin investment vehicle such as a spot bitcoin ETP~~volatility, ~~investors~~and ~~may~~fluctuations ~~nevertheless~~in ~~view~~their ~~our~~prices ~~common~~have ~~stock as an alternative to an investment~~ in anthe ~~ETP,~~past ~~and choose to purchase shares of a spot bitcoin ETP instead of our common stock. They may do so for a variety of reasons~~influenced, ~~including if they believe that ETPs offer a~~ ~~“pure~~and ~~play”~~are ~~exposure~~likely to ~~bitcoin~~continue ~~that is generally not subject~~ to ~~federal income tax at the entity level as we are~~influence, orour ~~the other risk factors applicable to an~~ operating ~~business,~~results ~~such~~and asthe ~~ours.~~market ~~Additionally,~~price ~~unlike~~of ~~spot bitcoin ETPs, we (i) do not seek for~~ our ~~shares of~~ common stock. toOur ~~track the value of the underlying bitcoin we hold before payment of expenses and liabilities~~business, ~~(ii)~~financial ~~do not~~condition, ~~benefit~~results ~~from various exemptions and relief under the Securities Exchange Act~~ of ~~1934~~operations, ~~as amended, including Regulation M,~~ and ~~other securities laws, which enable ETPs to continuously align~~ the ~~value~~market ~~of their shares to the~~ price of the underlying assets they hold through share creation and redemption, (iii) are a Delaware corporation rather than a statutory trust, and do not operate pursuant to a trust agreement that would require us to pursue one or more stated investment objectives, and (iv) are not required to provide daily transparency as to our ~~bitcoin~~common ~~holdings~~stock or our daily net asset value. Furthermore, recommendations by broker-dealers to buy, hold, or sell complex products and non-traditional ETPs, or an investment strategy involving such products, may be subject to additional or heightened scrutiny that would ~~not~~ be ~~applicable~~adversely toaffected ~~broker-dealers~~if ~~making recommendations with respect to our class A common stock. Based on how we are viewed in~~ the market ~~relative~~price toof ETPs, and other vehicles which offer economic exposure to bitcoin, such as bitcoin futures exchange-traded funds (“ETFs”), leveraged bitcoin futures ETFs, and similar vehicles offered on international exchanges, any ~~premium~~ or ~~discount in~~all ~~our~~of ~~common~~these digital ~~stock~~assets ~~relative~~were to ~~the~~decline ~~value~~substantially, ofincluding ~~our~~as ~~bitcoin~~a ~~holdings~~result ~~may increase or decrease in different market conditions.~~of:

~~As a~~● ~~result~~decreased ofuser, miner, and investor confidence in Bitcoin, Dogecoin, or Litecoin, including due to the ~~foregoing~~various factors described herein; ● investment and trading activities, ~~availability~~including (i) trading activities of highly active retail and institutional users, speculators, miners, and investors, (ii) actual or expected significant dispositions of Bitcoin, Dogecoin, or Litecoin by large holders, including funds or vehicles investing in or tracking digital asset markets, and (iii) actual or perceived manipulation of spot ~~ETPs~~or derivative markets for ~~bitcoin~~these digital assets or related exchange-traded products; ● negative publicity, media coverage, or sentiment relating to Bitcoin, Dogecoin, Litecoin, or the broader digital asset industry, including, for example, (i) public perception that digital assets may be used to circumvent sanctions or to fund criminal or terrorist activities; (ii) expected or pending civil, criminal, regulatory, or enforcement actions against major digital asset industry participants; (iii) bankruptcies or insolvencies of major participants in the digital asset ecosystem; and (iv) actual or perceived environmental impacts associated with digital asset mining, including concerns regarding energy consumption; ● changes in consumer preferences or perceptions regarding the value, utility, or long-term prospects of Bitcoin, Dogecoin, Litecoin or other digital assets; ~~could~~● ~~have~~competition afrom ~~material~~other ~~adverse~~digital ~~effect on~~assets or blockchain-based technologies that may offer perceived advantages in speed, security, scalability, energy efficiency, functionality, or regulatory acceptance; ● declines in the ~~market~~prices ~~price~~of other digital assets, including stablecoins, or the failure, de-pegging, or unavailability of ~~our~~stablecoins ~~listed~~used ~~securities.~~as trading or settlement instruments in digital asset markets, to the extent such events reduce confidence in digital assets generally or adversely affect the prices of Bitcoin, Dogecoin, or Litecoin;

~~Our bitcoin strategy subjects us to enhanced regulatory oversight~~-27-

~~As noted~~● ~~above~~disruptions, ~~several~~failures, ~~spot~~outages, ~~bitcoin~~or ~~ETPs~~interruptions ~~have~~in ~~received~~service ~~approval~~of digital asset exchanges, trading platforms, or market infrastructure supporting Bitcoin, Dogecoin, or Litecoin; ● cyber-attacks, theft, or loss of digital assets from ~~the~~custodians, ~~SEC~~wallet toproviders, ~~list~~exchanges, ~~their~~or ~~shares~~other onmarket aparticipants, ~~U.S.~~or ~~national~~publicity ~~securities~~relating ~~exchange with~~to ~~continuous~~such ~~share~~events; ~~creation~~● ~~and~~bankruptcy ~~redemption~~filings, atliquidations, ~~net~~or financial distress involving digital asset ~~value.~~custodians, ~~Even~~exchanges, ~~though~~lending weplatforms, ~~are~~investment ~~not~~funds, ~~and~~or doother ~~not~~ecosystem ~~function~~participants; in● regulatory, legislative, judicial, or enforcement actions that adversely affect the ~~manner~~ownership, oftransferability, atrading ~~spot bitcoin~~volumes, ~~ETP~~legality, itvaluation, isor ~~possible~~public perception of Bitcoin, Dogecoin, Litecoin or other digital assets, or that werestrict ~~nevertheless~~the ability of digital asset market participants to operate; ● reductions in mining rewards or incentives, including changes to block rewards, protocol-level economics, or increases in costs associated with mining operations, including electricity, hardware, or infrastructure costs, which could ~~face~~reduce ~~regulatory~~network ~~scrutiny~~participation ~~from~~or security; ● scalability limitations, including transaction congestion, settlement delays, or increased transaction fees on the ~~SEC~~underlying networks; ● macroeconomic conditions, including changes in interest rates, inflation, monetary or ~~other~~fiscal ~~federal~~policy, capital market conditions, or ~~state~~currency ~~agencies~~devaluations; ~~due~~● ~~to our~~advances ~~bitcoin~~in ~~holdings~~mathematics, cryptography, or computing, including developments in quantum computing, that could compromise or undermine the cryptographic security of one or more digital asset networks; and ● changes in domestic or international economic, political, or geopolitical conditions.

InFrom ~~addition,~~time ~~there has been increasing focus on the extent~~ to ~~which digital assets can be used to launder the proceeds of illegal activities~~time, ~~fund~~ ~~criminal or terrorist activities, or circumvent sanctions regimes, including those sanctions imposed in response to the ongoing conflict between Russia and Ukraine. While~~ we have ~~implemented~~entered, and ~~maintain~~may ~~policies~~continue ~~and procedures reasonably designed~~ to ~~promote~~enter, ~~compliance with~~into ~~applicable~~certain ~~anti-money~~hedging ~~laundering~~transactions ~~and sanctions laws and regulations and take care~~ to ~~only~~mitigate ~~acquire~~ our ~~bitcoin~~exposure ~~through~~to ~~entities subject~~fluctuations toin ~~anti-money~~the ~~laundering~~market ~~regulation~~prices ~~and~~of ~~related~~Bitcoin, ~~compliance~~Dogecoin, ~~rules~~and ~~in the United States~~Litecoin, ifwhich werepresent ~~are~~the ~~found~~substantial tomajority ~~have purchased any~~ of our ~~bitcoin from~~digital ~~bad~~asset ~~actors~~holdings ~~that~~by ~~have~~value. Engaging ~~used~~in ~~bitcoin~~hedging totransactions ~~launder money or persons subject to sanctions, we~~ may beexpose ~~subject~~us to ~~regulatory~~risks ~~proceedings and~~associated ~~any~~with ~~further~~such transactions, orincluding ~~dealings~~counterparty ~~in bitcoin by us may be restricted or prohibited~~risk.

~~Although~~Hedging ~~our~~against ~~bitcoin~~a ~~holdings~~decline doin ~~not~~the ~~currently~~value ~~serve as collateral securing any~~ of our ~~outstanding~~digital ~~indebtedness~~asset asholdings ofcaused ~~December~~by 31volatility in Bitcoin, ~~2024~~Dogecoin, weand ~~may incur~~Litecoin ~~indebtedness~~prices ordoes ~~enter~~not eliminate ~~into~~the ~~other~~possibility ~~financial~~of ~~instruments~~fluctuations in the ~~future~~values ~~that~~of ~~may~~such ~~be collateralized by our bitcoin~~ holdings. ~~We may also consider pursuing strategies to create income streams~~ or ~~otherwise~~prevent ~~generate~~losses ~~funds~~if ~~using~~the ~~our~~values ~~bitcoin~~of such holdings. ~~These~~decline ~~types of bitcoin-related~~for ~~transactions~~reasons ~~are~~other ~~the~~than ~~subject~~those ofbeing ~~enhanced regulatory oversight~~hedged. ~~These~~Such ~~and~~hedging ~~any other bitcoin-related~~ transactions we may ~~enter~~also ~~into,~~limit ~~beyond simply~~the ~~acquiring~~opportunity ~~and~~for ~~holding~~gain ~~bitcoin,~~if ~~may~~the ~~subject~~market usprices toof ~~additional regulatory compliance requirements and scrutiny, including under federal~~these ~~and~~digital ~~state~~assets ~~money services regulations, money transmitter licensing requirements and various commodity and securities laws and regulations~~increase.

~~Additional laws~~Moreover, it ~~guidance and policies~~ may not be ~~issued~~possible byto ~~domestic~~hedge ~~and~~against ~~foreign~~particular ~~regulators~~price ~~following~~movements ~~the~~that ~~filing~~are ~~for~~so ~~Chapter~~generally 11anticipated ~~bankruptcy protection~~ by ~~FTX, one of~~ the ~~world’s~~market ~~largest~~that ~~cryptocurrency~~a ~~exchanges,~~hedging ~~in November 2022. While the financial and regulatory fallout from~~transaction ~~FTX’s~~at ~~collapse~~an ~~did~~acceptable ~~not~~price ~~directly~~is ~~impact~~unavailable. ~~our~~In ~~business,~~light ~~financial~~of ~~condition~~these orand ~~corporate~~other ~~assets~~factors, ~~the~~we ~~FTX collapse~~ may ~~have~~not ~~increased regulatory~~be ~~focus~~successful onin ~~the~~mitigating ~~digital~~our ~~assets~~exposure ~~industry.~~to ~~Increased enforcement activity and changes~~ volatility in the ~~regulatory~~prices ~~environment, including changing interpretations and the implementation~~ of ~~new or varying regulatory requirements by the government or any new legislation affecting bitcoin~~Bitcoin, ~~as well as enforcement actions involving or impacting our trading venues~~Dogecoin, ~~counterparties~~ and ~~custodians,~~Litecoin ~~may~~through ~~impose~~any ~~significant costs~~hedging ortransactions ~~significantly~~we ~~limit our ability to hold and transact in bitcoin~~undertake.

29We hold Bitcoin, Dogecoin, and Litecoin as principal components of our treasury and operating strategy and, as a result of merged Scrypt mining, we may also receive and hold other digital assets in de minimis amounts from time to time.

InOur ~~addition~~digital asset holdings are not insured, ~~private~~and ~~actors~~we ~~that~~do ~~are~~not ~~wary~~hold such assets with a banking institution or a member of ~~bitcoin~~the Federal Deposit Insurance Corporation (“FDIC”) or the ~~regulatory~~Securities ~~concerns~~Investor ~~associated~~Protection ~~with~~Corporation ~~bitcoin~~(“SIPC”). ~~have~~Accordingly, inour digital assets are not subject to the ~~past~~protections ~~taken~~enjoyed by depositors with FDIC- or SIPC-member institutions. Instead, we safeguard our material digital asset holdings by utilizing third-party custody solutions, including Anchorage Digital Bank, and ~~may~~Coinbase inPrime. Although our custodians employ security measures such as redundancy, segregation, and cold storage designed to reduce the ~~future~~risk ~~take~~of ~~further~~loss, ~~actions~~damage, or theft, neither we nor our custodians can guarantee that ~~may~~such ~~have~~loss, andamage, ~~adverse~~or ~~effect~~theft onwill ~~our~~not ~~business~~occur, whether due to cyber-attack, human error, insider misconduct, technical failure, or force majeure events. Furthermore, although the ~~market~~custodian ~~price~~maintains ofinsurance ~~our~~coverage for ~~listed~~certain ~~securities.~~cyber ~~For~~and ~~example~~operational risks, such coverage may be subject to limitations, exclusions, or coverage caps and may be insufficient anto ~~affiliate~~fully compensate us for potential losses. Given the concentrated nature of ~~HSBC~~our ~~Holdings~~digital ~~has~~asset ~~prohibited~~holdings, ~~customers~~including our holdings of ~~its~~Bitcoin, Dogecoin, ~~HSBC~~and ~~InvestDirect~~Litecoin, ~~retail~~risks ~~investment~~such ~~platform~~as ~~from~~security ~~buying~~breaches, ~~shares~~cyber-attacks, ofoperational failures, or the risk that our digital assets could ~~class~~be Adeemed ~~common~~property ~~stock~~of ~~after~~a ~~determining~~bankruptcy ~~that~~estate ~~the~~of ~~value~~a custodian are of ~~our~~particular ~~stock~~concern. isSee ~~related~~“- Due to the ~~performance~~evolving nature of ~~bitcoin~~insolvency law and market practice, ~~indicating~~digital ~~that~~assets itheld ~~did~~in ~~not~~custody for customers may be treated as part of a custodian’s bankruptcy estate.” ~~want~~Any toloss, ~~facilitate~~whether ~~exposure~~temporary toor ~~virtual~~permanent, ~~currencies~~of our digital assets could adversely affect our business, financial condition, and results of operations.

Due to the unregulated nature and lack of transparency surrounding the operations of many bitcoin trading venues, bitcoin trading venues may experience greater fraud, security failures or regulatory or operational problems than trading venues for more established asset classes, which may result in a loss of confidence in bitcoin trading venues and adversely affect the value of our bitcoin-28-

Bitcoin, ~~trading venues are relatively new and~~Dogecoin, ~~in many cases~~Litecoin, ~~unregulated.~~and ~~Furthermore,~~other ~~there~~digital assets are ~~many~~controlled ~~bitcoin~~through ~~trading~~cryptographic ~~venues~~key ~~which~~pairs doassociated ~~not provide the public~~ with ~~significant~~blockchain ~~information regarding their ownership structure~~addresses, ~~management teams, corporate practices~~ and ~~regulatory compliance.~~ Astransactions aare ~~result,~~authorized ~~the~~through ~~marketplace~~cryptographic ~~may~~signing ~~lose~~mechanisms ~~confidence~~implemented inby ~~bitcoin~~the ~~trading~~applicable ~~venues,~~custody ~~including~~platform. ~~prominent~~When ~~exchanges that handle a significant volume~~transactions ~~of bitcoin trading and/or~~ are ~~subject~~executed, torelevant ~~regulatory~~transaction ~~oversight~~data, inincluding ~~the~~public ~~event~~blockchain ~~one~~addresses, oris ~~more~~recorded ~~bitcoin~~on ~~trading venues cease or pause for a prolonged period~~ the ~~trading~~applicable ofblockchain ~~bitcoin or other digital assets, or experience fraud, significant volumes of withdrawal, security failures or operational problems~~network.

InWe ~~2019~~do ~~there~~not ~~were~~directly ~~reports~~possess, ~~claiming~~manage, ~~that~~or ~~80-95%~~control ofprivate ~~bitcoin~~keys ~~trading volume on trading venues was false~~ or ~~non-economic~~seed inphrases ~~nature,~~associated with ~~specific~~ ~~focus on unregulated exchanges located outside of~~ the ~~United~~majority ~~States. The SEC also alleged as part~~ of ~~its~~our ~~June 5, 2023 complaint against Binance Holdings Ltd. that Binance committed strategic and targeted “wash trading” through its affiliates to artificially inflate the volume of certain~~ digital assets ~~traded on its exchange~~. ~~The SEC has also brought recent~~Substantially ~~actions~~all ~~against~~of ~~individuals~~our ~~and~~ digital ~~asset market participants alleging that such persons artificially increased trading volumes in certain digital~~ assets ~~through~~are ~~wash~~held ~~trades,~~with orthird-party ~~repeated~~qualified ~~buying~~custodians ~~and selling of the same assets in fictitious transactions to manipulate their underlying trading price. Such reports and allegations may indicate~~ that ~~the~~maintain ~~bitcoin~~exclusive ~~market~~control isover ~~significantly smaller~~key-management ~~than expected and that the United States makes up a significantly larger percentage of the bitcoin market than is commonly~~infrastructure ~~understood.~~on ~~Any actual or perceived wash trading in the bitcoin market, and any other fraudulent or manipulative acts and practices, could adversely affect the value of~~ our ~~bitcoin~~behalf. ~~Negative~~As ~~perception,~~ a lack of stability in the broader bitcoin markets and the closure, temporary shutdown or operational disruption of bitcoin trading venues, lending institutions, institutional investors, institutional miners, custodians, or other major participants in the bitcoin ecosystem, due to fraud, business failure, cybersecurity events, government-mandated regulation, bankruptcy, or for any other reason, may result ~~in a decline in confidence in bitcoin and the broader bitcoin ecosystem and greater volatility in the price of bitcoin. For example~~, inwe ~~2022,~~rely ~~each~~on ~~of Celsius Network, Voyager Digital, Three Arrows Capital, FTX, and BlockFi filed for bankruptcy, following which~~ the ~~market~~operational ~~prices of bitcoin and other digital assets significantly declined. In addition~~integrity, ininternal ~~June 2023~~controls, ~~the~~security ~~SEC announced enforcement actions against Coinbase~~architecture, ~~Inc.,~~ and ~~Binance~~financial ~~Holdings~~condition ~~Ltd., two providers~~ of ~~large trading venues for digital assets, which similarly was followed by a~~ ~~decrease~~such incustodians ~~the~~to ~~market~~maintain ~~price~~continuous ofaccess ~~bitcoin~~to ~~and~~our ~~other~~ digital assets. These were followed in November 2023, by an SEC enforcement action against Payward Inc. and Payward Ventures Inc., together known as Kraken, another large trading venue for digital assets. As the price of our listed securities is affected by the value of our bitcoin holdings, the failure of a major participant in the bitcoin ecosystem could have a material adverse effect on the market price of our listed securities.

~~The~~Any ~~concentration~~failure, disruption, or compromise of ~~our~~a ~~bitcoin~~custodian’s ~~holdings~~systems, ~~enhances~~internal ~~the~~controls, ~~risks~~authorization ~~inherent~~processes, or key-management infrastructure could result in delayed access to, partial loss of, or permanent loss of our ~~bitcoin~~digital ~~strategy~~assets. It is possible that, through computer malfunction, software bugs, human error, insider misconduct, theft, or other criminal acts at a custodian or other service provider, our digital assets could be transferred in incorrect amounts or to unauthorized third parties. Transactions involving Bitcoin, Dogecoin, Litecoin, and other digital assets are generally irreversible, and any digital assets that are stolen or incorrectly transferred may be irretrievable.

As ofa ~~March 3~~result, ~~2025,~~ we ~~held~~may ~~approximately~~have ~~19.11~~limited ~~bitcoins~~or ~~that~~no ~~were~~effective ~~acquired~~means ~~at an aggregate purchase price~~ of ~~$2.00~~recovering ~~million~~digital ~~and~~assets wethat ~~intend to~~are ~~purchase~~lost, ~~additional~~stolen, ~~bitcoin~~or ~~and~~misdirected, ~~increase~~including ~~our~~where such ~~overall~~losses ~~holdings~~arise offrom ~~bitcoin in~~ the ~~future.~~actions ~~The~~or ~~concentration~~failures of ~~our~~third-party ~~bitcoin~~custodians ~~holdings limits~~or ~~the~~other ~~risk~~service ~~mitigation~~providers. ~~that~~Any wesuch losses could ~~achieve if we were to purchase a more diversified portfolio of treasury assets, and the absence~~adversely ofaffect ~~diversification enhances the risks inherent in~~ our ~~bitcoin strategy. The price of bitcoin experienced a significant decline in 2022~~business, ~~and~~ ~~this~~financial ~~had~~condition, and ~~any~~results ~~future significant declines in the price~~ of ~~bitcoin would have, a more pronounced impact on our financial condition than if we used our cash to purchase a more diverse portfolio of assets~~operations.

30Digital assets and the blockchain networks on which they operate have been, and may in the future be, subject to security breaches, cyberattacks, or other malicious activity.

~~The~~Bitcoin ~~emergence~~and orScrypt-based ~~growth~~digital assets, including Litecoin and Dogecoin, as well as the infrastructure supporting custody, settlement, and trading of digital assets, may be vulnerable to cyberattacks, insider misconduct, technical failures, or other security incidents. A successful security breach or compromise affecting us, our custodians, our OTC counterparties, or other service providers could result in partial or total loss of our digital assets, ~~including~~or ~~those~~restrict ~~with~~our ~~significant~~ability ~~private~~to access or ~~public~~transfer ~~sector~~such ~~backing~~assets, which may not be covered by insurance or indemnification arrangements. In addition, access to our digital assets could ~~have~~be adisrupted ~~negative~~by natural disasters, severe weather events, ~~impact~~or onhuman ~~the~~actions ~~price~~such ofas ~~bitcoin~~terrorism ~~and~~or ~~adversely~~sabotage. ~~affect~~Any such loss, delay, or restriction could have a material adverse effect on our business, financial condition, and results of operations.

AsDue ato ~~result of our bitcoin strategy, our assets are concentrated in our bitcoin holdings. Accordingly,~~ the ~~emergence~~evolving ornature ~~growth~~ of ~~digital assets~~insolvency ~~other~~law ~~than~~and ~~bitcoin may have a material adverse effect on our financial condition. As of December 31, 2024, bitcoin was the largest digital asset by~~ market ~~capitalization. However~~practice, ~~there are numerous alternative~~ digital assets ~~and~~held many entities, including consortiums and financial institutions, are researching and investing resources into private or permissioned blockchain platforms or digital assets that do not use proof-of-work mining like the Bitcoin network. For example, in ~~late~~custody ~~2022, the Ethereum network transitioned to a “proof-of-stake” mechanism~~ for ~~validating~~customers ~~transactions that requires significantly less computing power than proof-of-work mining. The Ethereum network has completed another major upgrade since then and~~ may ~~undertake~~be ~~additional~~treated ~~upgrades in the future. If the mechanisms for validating transactions in Ethereum and other alternative digital assets are perceived~~ as ~~superior~~part ~~to proof-~~of~~-work mining, those digital assets~~ ~~could~~a ~~gain~~custodian’s ~~market~~bankruptcy ~~share relative to bitcoin~~estate.

~~Other~~We ~~alternative digital assets that compete with bitcoin in certain ways include “stablecoins,” which are designed to~~ maintain a ~~constant~~substantially ~~price~~all ~~because~~ of, ~~for~~our ~~instance,~~digital ~~their~~assets ~~issuers’~~in ~~promise to hold high~~cold-~~quality~~storage ~~liquid~~custody ~~assets~~arrangements ~~(such~~with asthird-party ~~U.S.~~custodians, ~~dollar~~including ~~deposits~~Anchorage Digital and ~~short-term~~Coinbase UPrime.S. ~~treasury~~Although ~~securities)~~we ~~equal~~generally toexpect ~~the~~that ~~total~~digital ~~value~~assets ofheld ~~stablecoins~~ in ~~circulation.~~custody ~~Stablecoins~~for ~~have~~customers ~~grown~~would ~~rapidly~~not asbe ~~an alternative~~treated ~~to bitcoin and other digital assets~~ as ~~a medium~~ part of ~~exchange~~a ~~and~~custodian’s ~~store~~bankruptcy ~~of value~~estate, ~~particularly~~insolvency onlaw ~~digital~~and ~~asset~~market ~~trading~~practice ~~platforms. As~~relating ofto ~~December 31, 2024, two of the eight largest~~ digital assets byremain ~~market~~evolving ~~capitalization~~and ~~were~~untested in ~~U.S.~~certain ~~dollar-pegged stablecoins~~respects.

~~Additionally~~If, ~~central banks~~ in ~~some~~the ~~countries~~event ~~have~~of ~~started~~a tobankruptcy ~~introduce~~or ~~digital~~insolvency ~~forms~~ of ~~legal~~a ~~tender. For example~~custodian, ~~China’s~~any ~~CBDC~~digital ~~project~~assets ~~was made~~held ~~available~~on toour ~~consumers~~behalf inwere ~~January~~nevertheless ~~2022,~~deemed ~~and~~to ~~governments~~be ~~including the United States, the United Kingdom, the European Union, and~~property ~~Israel~~of ~~have been discussing~~ the ~~potential~~bankruptcy ~~creation of new CBDCs. Whether or not they incorporate blockchain or similar technology~~estate, ~~CBDCs, as~~such ~~legal~~assets ~~tender in the issuing jurisdiction,~~ could ~~also~~become ~~compete~~subject ~~with,~~to orbankruptcy ~~replace,~~proceedings ~~bitcoin~~ and ~~other~~we ~~digital~~could ~~assets~~be treated as a ~~medium~~general ofunsecured ~~exchange~~creditor. orThis ~~store~~could ofinhibit ~~value.~~our Asability ato ~~result,~~access ~~the emergence~~ or ~~growth~~exercise ofownership ~~these~~rights orover ~~other~~our digital assets ~~could~~on ~~cause~~a ~~the~~timely ~~market~~basis ~~price~~or ofat ~~bitcoin~~all, toand ~~decrease,~~any such ~~which~~outcome could ~~have~~materially aadversely ~~material~~affect ~~adverse effect on~~ our business, ~~prospects,~~ financial condition, and ~~operating~~ results of operations.

~~Our bitcoin holdings are less liquid than our existing cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents~~-29-

~~Historically,~~Transactions ~~the~~executed ~~bitcoin~~through ~~market~~OTC ~~has~~counterparties been characterized by significant volatility in price, limited liquidity and trading volumes compared to sovereign currencies markets, relative anonymity, a developing regulatory landscape, potential susceptibility to market abuse and manipulation, compliance and internal control failures at exchanges, and various other risks inherent in its entirely electronic, virtual form and decentralized network. During times of market instability, we may ~~not~~expose be able to sell our bitcoin at favorable prices or at all. For example, a number of bitcoin trading venues temporarily halted deposits and withdrawals in 2022, although the Coinbase exchange (our principal market for bitcoin) has, to date, not done so. As a result, our bitcoin holdings may not be able to serve as a source of liquidity for us to ~~the~~operational ~~same extent as cash~~ and ~~cash~~counterparty ~~equivalents~~risks. Further, bitcoin we hold with our custodians and transact with our trade execution partners does not enjoy the same protections as are available to cash or securities deposited with or transacted by institutions subject to regulation by the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation. Additionally, we may be unable to enter into term loans or other capital raising transactions collateralized by our unencumbered bitcoin or otherwise generate funds using our bitcoin holdings, including in particular during times of market instability or when the price of bitcoin has declined significantly. If we are unable to sell our bitcoin, enter into additional capital raising transactions, including capital raising transactions using bitcoin as collateral, or otherwise generate funds using our bitcoin holdings, or if we are forced to sell our bitcoin at a significant loss, in order to meet our working capital requirements, our business and financial condition could be negatively impacted.

31In connection with our treasury management activities, including opportunistic sales of digital assets, we may execute transactions through OTC counterparties and through agency-desk or similar execution services offered by our custodians. These activities expose us to operational and counterparty risks, including settlement delays or failures, transaction errors, compromised instructions, unauthorized transfers, disputes regarding trade terms, and counterparty insolvency. Even when transactions are executed through established intermediaries, no security or control system is infallible, and failures across the digital asset industry demonstrate that market participants may be undercapitalized, operationally weak, or susceptible to fraud or cyberattack. Any actual or perceived incident affecting our execution counterparties or the broader market infrastructure could impair our ability to transact, result in losses, and damage our reputation, any of which could adversely affect our business, financial condition, and results of operations.

IfWe wemay orface ~~our~~risks ~~third-party~~related ~~service providers experience a security breach or cyberattack and unauthorized parties obtain access~~ to our bitcoin, or if our private keys are lost or destroyed, or other similar circumstances or events occur, we may lose some or all of our bitcoin and our financial condition and results of operations could be materially adversely affectedliquidity.

~~Substantially~~Liquidity ~~all~~risk ofis the ~~bitcoin~~risk that we ~~own~~will isnot ~~held~~be inable ~~custody~~to ~~accounts~~meet atour ~~institutional-grade~~financial ~~digital~~obligations ~~asset~~as ~~custodians~~they come due. ~~Security~~We ~~breaches~~fund ~~and~~our ~~cyberattacks~~obligations primarily from ~~are~~cash ofand ~~particular~~cash ~~concern~~equivalents ~~with~~and ~~respect~~may, tofrom ~~our~~time ~~bitcoin.~~to ~~Bitcoin~~time, ~~and~~elect ~~other~~to ~~blockchain-based~~sell ~~cryptocurrencies~~digital ~~and~~assets ~~the~~in ~~entities~~opportunistic ~~that~~market ~~provide services~~windows to ~~participants~~fund inworking ~~the~~capital needs, ~~bitcoin~~satisfy ~~ecosystem~~obligations, ~~have~~or ~~been,~~support ~~and~~growth initiatives. Our liquidity may be adversely affected by declines in ~~the~~digital ~~future~~asset beprices, increases ~~subject~~in tooperating ~~security~~costs ~~breaches~~(including power and hosting costs), ~~cyberattacks~~reduced mining profitability, adverse regulatory developments, or broader ~~other~~capital ~~malicious~~market ~~activities~~volatility. ~~For~~We ~~example,~~may innot ~~October~~be ~~2021~~able itto ~~was~~raise ~~reported~~additional ~~that~~funds ~~hackers~~in ~~exploited~~ a ~~flaw~~timely manner, in ~~the~~sufficient ~~account~~amounts, ~~recovery~~or ~~process and~~on ~~stole~~terms ~~from~~acceptable to ~~the~~us, ~~accounts~~if of at ~~least~~all. ~~6,000~~Any ~~customers~~such offinancing ~~the~~could ~~Coinbase~~result ~~exchange~~in ~~(our~~significant ~~principal~~dilution ~~market~~to ~~for~~existing ~~bitcoin)~~shareholders, ~~although~~and ~~the~~any ~~flaw was~~debt ~~subsequently~~financing ~~fixed~~could impose restrictive covenants and ~~Coinbase~~create ~~reimbursed~~claims ~~affected~~senior ~~customers~~to equity. ~~Similarly~~If we are unable to generate sufficient liquidity from operations, inasset ~~November~~sales, or ~~2022~~financings, ~~hackers~~we ~~exploited~~may ~~weaknesses~~be inrequired ~~the~~to ~~security architecture~~reduce ofor ~~the~~delay ~~FTX~~capital ~~Trading~~expenditures, ~~digital~~curtail ~~asset~~growth ~~exchange~~initiatives, ~~and~~or ~~reportedly~~otherwise ~~stole~~materially ~~over~~alter our ~~$400~~strategy, ~~million~~which incould ~~digital~~have ~~assets~~a ~~from~~material ~~customers.~~adverse Aeffect ~~successful security~~on ~~breach~~our orbusiness, ~~cyberattack~~financial ~~could~~condition, ~~result~~and ~~in:~~results of operations.

●Adverse developments ato ~~partial~~Scrypt-based orblockchain ~~total~~networks ~~loss of our bitcoin in a manner that~~ may ~~not~~impact bemining ~~covered~~revenue by insurance or the liability provisions of the custody agreements with the custodians who hold our bitcoin; ● harm to our reputation and brand; ● improper disclosure of data and violations of applicable data privacy and other laws; or ● significant regulatory scrutiny, investigations, fines, penalties, and other legal, regulatory, contractual and financial exposurestreams.

~~Further~~Our mining operations are entirely dependent on the Scrypt mining algorithm. As a result, adverse developments affecting Scrypt-based blockchain ~~any~~networks, ~~actual~~including orchanges ~~perceived~~to ~~data~~protocol ~~security~~incentives, ~~breach~~merged-mining dynamics, transaction fee economics, or ~~cybersecurity~~miner ~~attack~~participation, ~~directed~~could simultaneously atimpact ~~other~~all ~~companies~~of ~~with~~our ~~digital~~mining ~~assets~~revenue orstreams. ~~companies~~Unlike miners that operate ~~digital~~across ~~asset~~multiple ~~networks~~proof-of-work algorithms, ~~regardless~~we ofdo ~~whether~~not have wethe ~~are~~ability ~~directly~~to ~~impacted,~~reallocate ~~could~~computing ~~lead~~power to aalternative ~~general~~networks ~~loss~~without ofincurring ~~confidence~~significant incapital ~~the~~expenditures, ~~broader~~operational ~~Bitcoin~~disruption, ~~blockchain~~or ~~ecosystem~~downtime. orAny sustained deterioration in the ~~use~~economics of ~~the~~Scrypt-based ~~Bitcoin~~mining ~~network~~could tomaterially ~~conduct~~and ~~financial~~adversely ~~transactions~~affect our business, ~~which~~financial ~~could~~condition, ~~negatively~~and ~~impact~~results usof operations.

~~Attacks~~The ~~upon~~pseudonymous ~~systems~~nature ~~across a variety~~ of ~~industries,~~blockchain ~~including~~transactions ~~industries~~poses related to bitcoin, are increasing in frequency, persistence, and sophistication, and, in many cases, are being conducted by sophisticated, well-funded and organized groups and individuals, including state actors. The techniques used to obtain unauthorized, improper or illegal access to systems and information (including personal data and digital assets), disable or degrade services, or sabotage systems are constantly evolving, may be difficult to detect quickly, and often are not recognized or detected until after they have been launched against a ~~target.~~risk These attacks may occur on our systems or those of our third-party service providers or partners. We may experience breaches of our security measures due to human error, malfeasance, insider threats, system errors or vulnerabilities or other irregularities. In particular, unauthorized parties have attempted, and we expect that ~~they will continue to attempt, to gain access to~~ our systems and facilities, as well as those of our partners and third-party service providers, through various means, such as hacking, social engineering, phishing and fraud. In the past, hackers have successfully employed a social engineering attack against one of our service providers and misappropriated our digital assets, although, to date, such events have not been material to our financial condition or operating results. Threats can come from a variety of sources, including criminal hackers, hacktivists, state-sponsored intrusions, industrial espionage, and insiders. In addition, certain types of attacks could harm us even if our systems are left undisturbed. For example, certain threats are designed to remain dormant or undetectable, sometimes for extended periods of time, or until launched against a target and we may ~~not~~ be ~~able~~associated to implement adequate preventative measures. Further, there has been an increase in such activities due to the increase in work-from-home arrangements since the onset of the COVID-19 pandemic. The risk of cyberattacks could also be increased by cyberwarfare in connection with ~~the~~illicit ~~ongoing Russia-Ukraine and Israel-Hamas conflicts,~~ or ~~other~~sanctioned ~~future conflicts, including potential proliferation of malware into systems unrelated to such conflicts~~activities. ~~Any future breach of our operations or those of others in the bitcoin industry, including third-party services on which we rely, could materially and adversely affect our business.~~

WeU.S. ~~face~~sanctions ~~risks~~laws ~~relating~~administered by the Office of Foreign Assets Control restrict dealings with sanctioned persons and jurisdictions. Due to the ~~custody~~pseudonymous nature of ~~our~~blockchain ~~bitcoin~~transactions, ~~including~~there ~~the~~is ~~loss~~a risk that digital assets we receive, hold, or ~~destruction~~transfer ofin ~~private~~connection with ~~keys~~mining ~~required~~proceeds toor ~~access~~treasury ~~our~~sales ~~bitcoin~~could ~~and~~be associated, directly or indirectly, with sanctioned persons or illicit activity. Although ~~cyberattacks~~we may implement policies and controls designed to mitigate these risks, such controls may not be fully effective. Any actual or ~~other~~alleged violation ~~data~~could ~~loss~~result ~~relating~~in investigations, fines, penalties, reputational harm, and restrictions on our ability to transact, which could materially adversely affect our ~~bitcoin~~business, financial condition, and results of operations.

WeThere ~~hold~~are ~~our~~risks ~~bitcoin~~associated with ~~regulated~~derivative ~~custodians~~transactions ~~that~~involving have duties to safeguard our private keys. Our custodial services contracts do not restrict our ability to reallocate our bitcoin among our custodians, and our bitcoin holdings may be concentrated with a single custodian from time to time. In light of the significant amount of bitcoin we hold, we continually seek to engage additional custodians to achieve a greater degree of diversification in the custody of our bitcoin as the extent of potential risk of loss is dependent, in part, on the degree of diversification. If there is a decrease in the availability of digital asset custodians that we believe can safely custody our bitcoin, for example, due to regulatory developments or enforcement actions that cause custodians to discontinue or limit their services in the United States, we may need to enter into agreements that are less favorable than our current agreements or take other measures to custody our bitcoin, and our ability to seek a greater degree of diversification in the use of custodial services would be materially adversely affectedassets.

32We engage in derivatives transactions on Bitcoin, Dogecoin, and Litecoin for hedging purposes. These transactions expose us to additional risks, including basis risk, liquidity risk, margin and collateral requirements, mark-to-market volatility, model risk, operational risk, and counterparty risk. Hedging strategies may be ineffective or may limit our ability to benefit from favorable price movements. In stressed market conditions, hedging instruments may be unavailable or prohibitively expensive, and we may incur losses on hedges at the same time we experience losses on the underlying assets. In addition, the regulatory treatment of digital asset derivatives continues to evolve, and changes in regulatory interpretations or requirements could subject us to increased compliance obligations and costs.

As of December 31, 2024, the insurance that covers losses of our bitcoin holdings covers only a small fraction of the value of the entirety of our bitcoin holdings, and there can be no guarantee that such insurance will be maintained as part of the custodial services we have or that such coverage will cover losses with respect to our bitcoin. Moreover, our use of custodians exposes us to the risk that the bitcoin our custodians hold on our behalf could be subject to insolvency proceedings and we could be treated as a general unsecured creditor of the custodian, inhibiting our ability to exercise ownership rights with respect to such bitcoin. Any loss associated with such insolvency proceedings is unlikely to be covered by any insurance coverage we maintain related to our bitcoin.-30-

~~Bitcoin~~Risks isRelated ~~controllable only by the possessor of both the unique public key and private key(s) relating~~ to ~~the~~Digital local or online digital wallet in which the bitcoin is held. While the Bitcoin blockchain ledger requires a public key relating to a digital wallet to be published when used in a transaction, private keys must be safeguarded and kept private in order to prevent a third party from accessing the bitcoin held in such wallet. To the extent the private key(s) for a digital wallet are lost, destroyed, or otherwise compromised and no backup of the private key(s) is accessible, neither we nor our custodians will be able to access the bitcoin held in the related digital wallet. Furthermore, we cannot provide assurance that our digital wallets, nor the digital wallets of our custodians held on our behalf, will not be compromised as a result of a cyberattack. The bitcoin and blockchain ledger, as well as other digital assets and blockchain technologies, have been, and may in the future be, subject to security breaches, cyberattacks, or other malicious activities.Assets

~~Regulatory~~The ~~change~~trading ~~reclassifying~~prices ~~bitcoin~~of asmany adigital ~~security~~assets, ~~could~~including ~~lead~~Bitcoin, Dogecoin, and Litecoin have experienced extreme volatility in recent periods and may continue to ~~our~~do ~~classification~~so. asExtreme anvolatility ~~“investment~~in ~~company”~~the ~~under~~future, including declines in the ~~Investment Company~~trading ~~Act~~prices of ~~1940~~Bitcoin, ~~and~~Dogecoin, or Litecoin, could ~~adversely~~have ~~affect~~a ~~the~~material ~~market~~adverse ~~price~~effect on the value of ~~bitcoin~~our common stock and the ~~market~~digital ~~price~~assets ofheld in our ~~listed~~treasury ~~securities~~could lose all or substantially all of their value.

~~Our~~The ~~assets~~trading ~~are~~prices ~~concentrated~~of inmany ~~our~~digital ~~bitcoin~~assets, ~~holdings.~~including ~~While~~Bitcoin, ~~senior~~Dogecoin ~~SEC~~and ~~officials~~Litecoin, have ~~stated~~experienced ~~their~~extreme ~~view~~volatility ~~that~~throughout ~~bitcoin is not a “security”~~their ~~for purposes of the federal securities laws~~existence, aincluding ~~contrary~~in ~~determination~~recent byperiods ~~the~~and ~~SEC~~may ~~could~~continue ~~lead~~ to ~~our~~do ~~classification~~so. asIn an2025, ~~“investment company”~~Dogecoin ~~under~~traded in the ~~Investment~~range ~~Company Act~~ of ~~1940,~~$0.3408 ~~which would subject us~~ to ~~significant~~$0.1313, ~~additional regulatory controls that could~~Bitcoin ~~have~~traded ain ~~material~~the ~~adverse~~range ~~effect~~of on$126,198 ~~our ability~~ to ~~execute on our bitcoin strategy~~$74,436, and ~~our~~Litecoin ~~business~~traded ~~and~~in ~~operations~~the ~~and~~range ~~may~~of ~~also~~$140.62 ~~require us~~ to ~~substantially change the manner in which we conduct our business~~$63.75.

InExtreme ~~addition~~volatility in the future, ifincluding ~~bitcoin~~declines isin ~~determined~~the totrading ~~constitute~~prices of Bitcoin, Dogecoin, or Litecoin could have a ~~security~~material ~~for~~adverse ~~purposes~~effect on the value of the ~~federal~~digital ~~securities~~assets ~~laws,~~in our treasury. Bitcoin represents the ~~additional~~largest ~~regulatory~~component ~~restrictions imposed~~of our digital asset treasury by ~~such~~value, and accordingly, fluctuations in the price of Bitcoin may have a ~~determination~~disproportionate impact on our financial condition. In addition, declining prices could ~~adversely~~have ~~affect~~a ~~the~~material ~~market~~adverse ~~price~~effect on our revenues. Furthermore, negative perception and a lack of ~~bitcoin~~stability and standardized regulation in ~~turn~~the ~~adversely~~digital ~~affect~~asset economy may reduce confidence in the ~~market~~digital asset economy and may result in greater volatility in the price of ~~our listed~~Bitcoin, ~~securities~~Dogecoin, Litecoin and other digital assets, including a depreciation in value.

WeFurthermore, ~~are~~changes ~~not~~in ~~subject~~U.S. topolitical ~~legal~~leadership and ~~regulatory~~economic ~~obligations~~policies may create uncertainty that ~~apply~~materially affects the price of Dogecoin. For example, on March 6, 2025, President Trump signed an Executive Order to ~~investment~~establish ~~companies~~a ~~such~~Strategic Bitcoin Reserve and a United States Digital Asset Stockpile. Pursuant to this Executive Order, the Strategic Bitcoin Reserve will be capitalized with Bitcoin owned by the Department of Treasury that was forfeited as ~~mutual~~part ~~funds~~of criminal or civil asset forfeiture proceedings, and ~~exchange~~the Secretaries of Treasury and Commerce are authorized to develop budget-~~traded~~neutral ~~funds~~strategies for acquiring additional Bitcoin, provided that those strategies impose no incremental costs on American taxpayers. Conversely, the Digital Asset Stockpile will consist of all digital assets other than Bitcoin owned by the Department of Treasury that were forfeited in criminal or civil asset forfeiture proceedings, but the U.S. government will not acquire additional assets for the U.S. Digital Asset Stockpile beyond those obtained through such proceedings. The anticipation of a U.S. government-funded strategic cryptocurrency reserve had motivated large-scale purchases of certain digital assets in the expectation of the U.S. government acquiring such assets to ~~obligations~~fund ~~applicable~~such reserve. Any similar action or omission by the U.S. government or other government authorities with respect to ~~investment~~Bitcoin, ~~advisers~~Dogecoin, or other digital assets may negatively and significantly impact the price of such digital assets and our revenues. Because Bitcoin is our primary treasury asset by value and we receive settlement in Bitcoin through our hashrate marketplace monetization model, government actions affecting Bitcoin may have a particularly significant impact on our business.

~~Mutual~~Digital ~~funds,~~assets ~~ETFs~~such ~~and their directors and management are subject to extensive regulation~~ as ~~“investment~~Bitcoin ~~companies”~~ and ~~“investment advisers”~~Dogecoin ~~under~~were ~~U.S.~~only ~~federal~~introduced ~~and~~within ~~state law; this regulation is intended for~~ the ~~benefit~~past ~~and~~two ~~protection of investors. We are not subject to~~decades, and ~~do not otherwise voluntarily comply with, these laws and regulations. This means, among other things, that~~ the ~~execution of or changes~~ medium-to-long ~~our~~term ~~Treasury~~value ~~Reserve Policy or our bitcoin strategy, our use~~ of ~~leverage~~Bitcoin, ~~the manner in which our bitcoin is custodied~~Dogecoin, ~~our ability to engage in transactions with affiliated parties~~ and ~~our~~other ~~operating~~digital ~~and~~assets ~~investment~~we ~~activities~~hold ~~generally~~is ~~are not~~ subject to ~~the~~ ~~extensive legal and regulatory requirements and prohibitions that apply to investment companies and investment advisers. For example, although~~ a ~~significant~~number ~~change to our Treasury Reserve Policy would require the approval~~ of ~~our~~factors ~~board~~relating ofto ~~directors, no shareholder or regulatory approval would be necessary. Consequently, our board of directors has broad discretion over~~ the ~~investment,~~capabilities ~~leverage~~ and ~~cash management~~development ~~policies it authorizes, whether in respect~~ of ~~our~~blockchain ~~bitcoin holdings or other activities we may pursue,~~ technologies and ~~has~~to the ~~power~~fundamental ~~to change~~investment ~~our~~characteristics ~~current policies, including our strategy~~ of ~~acquiring~~digital ~~and holding bitcoin~~assets.

~~Our~~Digital ~~bitcoin~~assets ~~strategy~~such ~~exposes~~as usBitcoin and Dogecoin were only introduced within the past two decades, and the medium-to-long ~~risk~~term value of ~~non-performance~~the digital assets we hold is subject to a number of factors relating to the capabilities and development of blockchain technologies, such as the recency of their development, their dependence on the Internet and other technologies, dependence on the role played by ~~counterparties~~users, developers and validators and the potential for malicious activity. For example, the realization of one or more of the following risks could materially adversely affect the value of Bitcoin, Dogecoin, other digital assets, our treasury reserve and our revenues:

~~Our bitcoin~~● ~~strategy~~Digital ~~exposes~~asset usnetworks toand ~~the~~related ~~risk~~protocols ofare ~~non-performance~~in bythe ~~counterparties,~~early ~~whether~~stages ~~contractual~~of ~~or otherwise~~development. ~~Risk~~Given ofthe ~~non-performance includes~~recency ~~inability~~of orthe ~~refusal~~development of adigital ~~counterparty~~asset tonetworks ~~perform~~and ~~because~~related ofprotocols, adigital ~~deterioration~~assets inand the ~~counterparty’s~~underlying ~~financial~~digital ~~condition and~~asset ~~liquidity~~networks orand ~~for~~related ~~any~~protocols ~~other~~may ~~reason.~~not ~~For~~function ~~example,~~as ~~our~~intended ~~execution~~and ~~partners,~~parties ~~custodians,~~may orbe ~~other~~unwilling ~~counterparties might fail~~ to ~~perform in~~use ~~accordance~~digital ~~with the terms of our agreements with them~~assets, which ~~could~~would ~~result~~dampen inthe agrowth, ~~loss~~if ~~of bitcoin~~any, ~~a loss~~ of ~~the~~digital ~~opportunity~~asset tonetworks ~~generate funds,~~and orrelated ~~other losses~~protocols.

33-31-

~~Our primary~~● ~~counterparty~~The ~~risk~~loss ~~with~~of ~~respect~~access to ~~our~~a ~~bitcoin~~private iskey ~~custodian~~required ~~performance~~to ~~obligations~~access ~~under~~a ~~the~~digital ~~various~~asset ~~custody~~may ~~arrangements~~be ~~we have~~irreversible. ~~entered~~If ~~into.~~a Aprivate ~~series~~key is lost and no backup of ~~recent~~the ~~high-profile~~private ~~bankruptcies,~~key ~~closures,~~is ~~liquidations~~accessible, ~~regulatory~~or ~~enforcement~~if ~~actions~~the ~~and~~private ~~other~~key ~~events relating~~is tootherwise ~~companies~~compromised, ~~operating~~the inowner would be unable to access the digital asset ~~industry,~~corresponding ~~including~~to that private key. ● Digital asset networks and related protocols are dependent upon the ~~filings~~Internet. ~~for~~A ~~bankruptcy~~disruption ~~protection~~of bythe ~~Three~~Internet ~~Arrows~~or ~~Capital~~a digital asset network or related protocol, ~~Celsius~~ ~~Network~~such as the Bitcoin, ~~Voyager~~Litecoin, ~~Digital~~or Dogecoin networks, ~~FTX~~would ~~Trading~~affect ~~and~~the ~~Genesis~~ability ~~Global~~to ~~Capital~~transfer digital assets, ~~the~~including ~~closure~~Dogecoin, orand, ~~liquidation~~consequently, oftheir ~~certain~~value. ~~financial~~● ~~institutions that~~The ~~provided~~acceptance ~~lending~~of ~~and~~software ~~other~~patches ~~services~~or upgrades to ~~the~~a digital ~~assets~~asset ~~industry~~network by a significant, ~~including~~but ~~Signature~~not ~~Bank~~overwhelming, percentage of the users and ~~Silvergate~~validators ~~Bank~~in a digital asset network, ~~SEC~~such ~~enforcement actions~~as ~~against~~the ~~Coinbase~~Bitcoin, ~~Inc.~~Litecoin, ~~Binance~~or ~~Holdings~~Dogecoin ~~Ltd.~~networks, ~~and~~could ~~Kraken~~result in a “fork” in such network’s blockchain, resulting in the ~~placement~~operation of ~~Prime~~multiple ~~Trust,~~separate ~~LLC~~blockchain ~~into~~networks. ~~receivership~~See ~~following~~– a“Forks ~~cease~~or protocol changes in Scrypt-~~and-desist order~~based ~~issued~~digital byasset ~~Nevada’s~~networks ~~Department~~may adversely affect the value of ~~Business~~digital ~~and~~assets ~~Industry,~~we hold.” ● Many digital asset networks face significant scaling challenges and are being upgraded with various features to increase the ~~filing~~speed and ~~subsequent~~throughput ~~settlement~~ of adigital ~~civil~~asset ~~fraud~~transactions. ~~lawsuit by~~These attempts to increase the ~~New~~volume ~~York~~of ~~Attorney~~transactions ~~General~~may ~~against~~not ~~Genesis~~be ~~Global~~effective. ~~Capital,~~● ~~its~~The ~~parent~~open-source ~~company~~structure ~~Digital~~of ~~Currency~~many ~~Group,~~digital ~~Inc.,~~asset ~~and~~network ~~former~~protocols, ~~partner Gemini~~such ~~Trust~~as ~~Company~~the ~~have~~protocol ~~highlighted~~for the ~~perceived~~Bitcoin and ~~actual~~Dogecoin ~~counterparty~~networks, ~~risk~~means ~~applicable~~that todevelopers ~~digital~~and ~~asset~~other ~~ownership~~contributors are generally not directly compensated for their contributions in maintaining and ~~trading~~developing such protocols. ~~Although these~~As ~~bankruptcies~~a result, ~~closures~~the developers and ~~liquidations~~other ~~have~~contributors ~~not~~of ~~resulted~~a inparticular ~~any~~digital ~~loss~~asset ormay ~~misappropriation~~lack ofa ~~our~~financial ~~bitcoin,~~incentive ~~nor~~to ~~have~~maintain ~~such~~or ~~events adversely~~develop ~~impacted~~the ~~our~~network ~~access~~or may lack the resources to ~~our~~adequately ~~bitcoin~~address emerging issues. Alternatively, ~~legal~~some ~~precedent~~developers ~~created~~may inbe ~~these~~funded ~~bankruptcy~~by ~~and~~companies whose interests are at odds with other ~~proceedings~~participants ~~may~~in ~~increase~~a particular digital asset network. A failure to properly monitor and upgrade the ~~risk~~ protocol of ~~future~~these ~~rulings~~networks ~~adverse~~could todamage ~~our~~that ~~interests~~network. ● Moreover, in the ~~event~~past, ~~one~~flaws orin ~~more~~the ofsource ~~our~~code ~~custodians~~for ~~becomes~~digital aasset ~~debtor~~networks inand arelated ~~bankruptcy~~protocols ~~case~~have been exposed and exploited, including flaws that disabled some functionality for users, exposed users’ personal information and/or isresulted in the ~~subject~~ theft of ~~other~~users’ ~~liquidation~~digital assets. The cryptography underlying Bitcoin, ~~insolvency~~Litecoin, or ~~similar~~Dogecoin ~~proceedings~~could prove to be flawed or ineffective, or developments in mathematics and/or technology, including advances in digital computing, algebraic geometry and quantum computing, could result in such cryptography becoming ineffective.

~~While~~In ~~all~~any of ~~our~~these ~~custodians~~circumstances, ~~are~~a ~~subject~~malicious toactor ~~regulatory~~may ~~regimes~~be ~~intended~~able to ~~protect~~take ~~customers in~~ the ~~event~~digital ofassets aheld ~~custodial~~in ~~bankruptcy~~our treasury, ~~receivership~~which would adversely affect orthe ~~similar~~value ~~insolvency~~of ~~proceeding,~~our nocommon ~~assurance~~stock. ~~can~~Moreover, befunctionality ~~provided~~of ~~that~~the ~~our~~Dogecoin ~~custodially-held~~or ~~bitcoin~~Bitcoin ~~will~~networks ~~not~~may ~~become~~be ~~part~~negatively ofaffected ~~the~~by ~~custodian’s insolvency~~such ~~estate~~an ifexploit such ~~one~~that orthey ~~more~~are ofno ~~our~~longer ~~custodians~~attractive ~~enters~~to ~~bankruptcy~~users, ~~receivership~~thereby ordampening ~~similar~~demand ~~insolvency~~for ~~proceedings~~such digital assets. ~~Additionally,~~Even if a digital asset other than those we ~~pursue~~hold were affected by similar circumstances, any ~~strategies~~reduction toin ~~create~~confidence ~~income~~in ~~streams~~the source code or ~~otherwise~~cryptography ~~generate~~underlying ~~funds~~digital asset ~~using~~networks ~~our~~and ~~bitcoin~~related ~~holdings,~~protocols wegenerally ~~would~~could ~~become~~negatively ~~subject~~affect ~~to additional~~the ~~counterparty~~demand ~~risks.~~for ~~Any~~digital ~~significant~~assets ~~non-performance~~and bytherefore ~~counterparties,~~adversely ~~including~~affect inthe value ~~particular~~of the ~~custodians~~digital ~~with~~assets ~~which~~held ~~we custody~~in ~~substantially~~our ~~all~~treasury. ofMoreover, ~~our~~because ~~bitcoin~~digital assets, ~~could~~including Bitcoin and Dogecoin, have existed for a ~~material~~relatively ~~adverse~~short ~~effect~~period onof ~~our~~time ~~business,~~and ~~prospects,~~are ~~financial~~continuing ~~condition~~to be developed, there may be additional risks to digital asset networks and ~~operating~~related ~~results~~protocols that are impossible to predict as of the date of this proxy statement.

~~ITEM~~Digital ~~1B.~~assets ~~UNRESOLVED~~represent ~~STAFF~~a ~~COMMENTS~~new and rapidly evolving industry, and the value of the digital assets held in our treasury depends on the continued acceptance of Bitcoin, Dogecoin, and other digital assets we hold.

The first digital asset, Bitcoin, was launched in 2009, and Litecoin launched in 2011. Dogecoin launched in 2013 and its development is ongoing. Bitcoin serves as the primary settlement asset under our hashrate marketplace model and represents the largest component of our treasury by value. In general, digital asset networks, including the Dogecoin network and related protocols represent a new and rapidly evolving industry that is subject to a variety of factors that are difficult to evaluate. For example, the realization of one or more of the following risks could materially adversely affect the value of the digital assets held in our treasury, including Bitcoin, Dogecoin, and Litecoin:

●

Bitcoin and Dogecoin are only selectively accepted as a means of payment by retail and commercial outlets, and use of Bitcoin and Dogecoin by consumers remains limited. Banks and other established financial institutions, whether voluntarily or in response to regulatory feedback, may refuse to process funds for cryptocurrency transactions; process wire transfers to or from digital asset trading platforms, cryptocurrency-related companies or service providers; or maintain accounts for persons or entities transacting in cryptocurrency. As a result, the prices of Bitcoin, Dogecoin, and other digital assets are largely determined by speculators and validators, thus contributing to price volatility that makes retailers less likely to accept them in the future.

-32-

	●	Banks may not provide banking services, or may cut off banking services, to businesses that provide digital asset-related services or that accept digital assets as payment, which could dampen liquidity in the market and damage the public perception of digital assets generally or any one digital asset in particular, such as Bitcoin or Dogecoin, and their or its utility as a payment system, which could decrease the price of digital assets generally or individually.

	●	The prices of digital assets may be determined on a relatively small number of digital asset trading platforms by a relatively small number of market participants, many of whom are speculators or those intimately involved with the issuance of such digital assets, such as validators or developers, which could contribute to price volatility that makes retailers less likely to accept digital assets in the future.

	●	Certain privacy-preserving features have been or are expected to be introduced to a number of digital asset networks. If any such features are introduced to the Bitcoin or Dogecoin networks, any trading platforms or businesses that facilitate transactions in these cryptocurrencies may be at an increased risk of criminal or civil lawsuits, or of having banking services cut off if there is a concern that these features interfere with the performance of anti-money laundering duties and economic sanctions checks.

	●	Users, developers and validators may switch to or adopt certain digital asset networks or protocols at the expense of their engagement with other digital asset networks and protocols, which may negatively impact those networks and protocols..

Changes in the governance of a digital asset network or protocol may not receive sufficient support from users and validators, which may negatively affect that digital asset network’s or protocol’s ability to grow and respond to challenges.

The governance of some digital asset networks and protocols, such as the Dogecoin and Bitcoin networks, is generally by voluntary consensus and open competition. For such networks and protocols, there may be a lack of consensus or clarity on that network’s or protocol’s governance, which may stymie such network’s or protocol’s utility, adaptability and ability to grow and face challenges. The foregoing notwithstanding, the underlying software for some digital networks and protocols, such as the Dogecoin network, is informally or formally managed or developed by a group of core developers that propose amendments to the relevant network’s or protocol’s source code. Core developers’ roles may evolve over time, generally based on self-determined participation. If a significant majority of users and validators were to adopt amendments to the Dogecoin network based on the proposals of such core developers, the Dogecoin network would be subject to new source code that may adversely affect the value of Dogecoin. As a result of the foregoing, it may be difficult to find solutions or marshal sufficient effort to overcome any future problems, especially long-term problems, on digital asset networks.

Digital asset networks face significant scaling challenges and efforts to increase the volume and speed of transactions may not be successful.

Many digital asset networks face significant scaling challenges due to the fact that public, permissionless blockchains generally face a tradeoff between security and scalability. One means through which digital asset networks that utilize public, permissionless blockchains achieve security is decentralization, meaning that no intermediary is responsible for securing and maintaining these systems. For example, a greater degree of decentralization of a public, permissionless blockchain generally means a given digital asset network is less susceptible to manipulation or capture. In practice, this typically means that every single node on a given digital asset network is responsible for securing the system by processing every transaction and maintaining a copy of the entire state of the network. As a result, a digital asset network that utilizes a public, permissionless blockchain may be limited in the number of transactions it can process by the computing capabilities of each single fully participating node. Many developers are actively researching and testing scalability solutions for public blockchains that do not necessarily result in lower levels of security or decentralization, such as off-chain payment channels and sharding. Off-chain payment channels would allow parties to transact without requiring the full processing power of a blockchain. Sharding can increase the scalability of a database, such as a blockchain, by splitting the data processing responsibility among many nodes, allowing for parallel processing and validating of transactions.

-33-

If a malicious actor or botnet obtains control of more than 50% of the processing power on the Dogecoin network, or otherwise obtains control over the Dogecoin network through its influence over core developers or otherwise, such actor or botnet could manipulate the Blockchain to adversely affect the value of the Dogecoin held in our treasury reserve 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 on the Dogecoin network, it may be able to alter the blockchain on which transactions in Dogecoin rely by constructing fraudulent blocks or preventing certain transactions from completing in a timely manner, or at all. The malicious actor or botnet could also control, exclude or modify the ordering of transactions. Although the malicious actor or botnet may not be able to generate new digital assets or transactions using such control, it may be able to “double-spend” its own digital assets (i.e., spend the same tokens in more than one transaction) and prevent the confirmation of other users’ transactions for so long as it maintained control. To the extent that such malicious actor or botnet did not yield its control of the processing power on the Dogecoin network or the Dogecoin community did not reject the fraudulent blocks as malicious, reversing any changes made to the Blockchain may not be possible. Further, a malicious actor or botnet could create a flood of transactions in order to slow down the Dogecoin network.

For example, in August 2020, the Ethereum Classic network was the target of two double-spend attacks by an unknown actor or actors that gained more than 50% of the processing power of the Ethereum Classic network. The attack resulted in reorganizations of the Ethereum Classic blockchain that allowed the attacker or attackers to reverse previously recorded transactions in excess of over $5.0 million and $1.0 million. Any similar attacks on the Dogecoin network could negatively impact the value of Dogecoin and the value of the Dogecoin held in our treasury reserve upon the consummation of the Acquisition.

Moreover, certain mining pools have exceeded in the past, and may exceed now or in Dogecoin’s future, the 50% threshold on the Dogecoin network. The failure of any mitigating steps, or any future attacks on the Dogecoin network, could negatively impact the value of Dogecoin and the value of the Dogecoin held in our Treasury Reserve.

A malicious actor may also obtain control over the Dogecoin network through its influence over core developers by gaining direct control over a core developer or an otherwise influential programmer. To the extent that the Dogecoin ecosystem does not grow, the possibility that a malicious actor may be able to maliciously influence the Dogecoin network in this manner will remain heightened.

The value of the shares of our common stock may relate directly to the value of the digital assets we hold, particularly Bitcoin and Dogecoin, the values of which may be highly volatile and subject to fluctuations due to a number of factors.

We expect that the value of our shares of common stock and our revenues will in large part will relate directly to the value of the digital assets we hold, particularly Bitcoin and Dogecoin, and fluctuations in the prices of Bitcoin and Dogecoin could adversely affect the value of our common stock. Because we receive settlement primarily in Bitcoin through our hashrate marketplace model and Bitcoin represents the largest component of our digital asset treasury by value, the market price of Bitcoin is a particularly significant factor. The market prices of Bitcoin and Dogecoin may be highly volatile, and subject to a number of factors, including, but not limited to:

	●	an increase in the global Bitcoin and Dogecoin supply that is publicly available for trading;

	●	manipulative trading activity on digital asset trading platforms, which, in many cases, are largely unregulated;

-34-

	●	the adoption of Bitcoin, Dogecoin, or other cryptocurrencies as a medium of exchange, store-of-value or other consumptive asset and the maintenance and development of the open-source software protocol of the Bitcoin or Dogecoin networks;

	●	forks in the Bitcoin or Dogecoin networks;

	●	investors’ expectations with respect to interest rates, the rates of inflation of fiat currencies or cryptocurrencies, and digital asset trading platform rates;

	●	consumer preferences and perceptions of Bitcoin and Dogecoin specifically and digital assets generally;

	●	fiat currency withdrawal and deposit policies on digital asset trading platforms;

	●	the liquidity of digital asset markets and any increase or decrease in trading volume on digital asset markets;

	●	investment and trading activities of large investors that invest directly or indirectly in Bitcoin or Dogecoin;

	●	a “short squeeze” resulting from speculation on the price of Bitcoin or Dogecoin, if aggregate short exposure exceeds the number of Bitcoin or Dogecoin available for purchase;

	●	an active derivatives markets for Bitcoin, Dogecoin, and for digital assets generally;

	●	a final determination that Dogecoin is a security or changes in Dogecoin’s status under the federal securities laws;

	●	monetary policies of governments, trade restrictions, currency devaluations and revaluations and regulatory measures or enforcement actions, if any, that restrict the use of Bitcoin, Dogecoin, or other cryptocurrencies as a form of payment or the purchase of Bitcoin or Dogecoin on the digital asset markets;

	●	global or regional political, economic or financial conditions, events and situations;

	●	fees associated with processing a Bitcoin or Dogecoin transaction and the speed at which Bitcoin or Dogecoin transactions are settled on the Dogecoin network;

	●	interruptions in service from or closures or failures of major digital asset trading platforms;

	●	decreased confidence in digital asset trading platforms due to the largely unregulated nature and lack of transparency surrounding the operations of digital asset trading platforms;

	●	increased competition from other forms of digital assets or payment services; and

	●	our own acquisitions or dispositions of Bitcoin, Dogecoin, or other cryptocurrencies, since there is no limit on the amount of digital assets that we may acquire as part of our treasury reserve strategy.

In addition, there is no assurance that Bitcoin, Dogecoin, or Litecoin will maintain their value in the long or intermediate term. In the event that the prices of these digital assets decline, particularly Bitcoin, we expect that the value of our shares of common stock may decline as well.

-35-

Due to the largely unregulated nature and lack of transparency surrounding the operations of digital asset trading platforms, they may experience fraud, market manipulation, business failures, security failures or operational problems, which may adversely affect the value of Dogecoin, Bitcoin & Litecoin and, consequently, the value of our treasury reserve and our shares of Common Stock.

Digital asset trading platforms are relatively new and, in many ways, are not subject to, or may not comply with, regulation in relevant jurisdictions in a manner similar to other regulated trading platforms, such as national securities exchanges or designated contract markets. While many prominent digital asset trading platforms provide the public with significant information regarding their on-chain activities, ownership structure, management teams, corporate practices, cybersecurity practices and regulatory compliance, many other digital asset trading platforms do not provide this information. Furthermore, while digital asset trading platforms are and may continue to be subject to federal and state licensing requirements in the United States, digital asset trading platforms do not currently appear to be subject to regulation in a similar manner as other regulated trading platforms, such as national securities exchanges or designated contract markets. As a result, the marketplace may lose confidence in digital asset trading platforms, including prominent trading platforms that handle a significant volume of Bitcoin, Litecoin, or Dogecoin trading.

Many digital asset trading platforms, both in the United States and abroad, are unlicensed, not subject to, or not in compliance with, regulation in relevant jurisdictions, or operate without extensive supervision by governmental authorities. In particular, those located outside the United States may be subject to significantly less stringent regulatory and compliance requirements in their local jurisdictions and may take the position that they are not subject to laws and regulations that would apply to a national securities exchange or designated contract market in the United States, or may, as a practical matter, be beyond the ambit of U.S. regulators. As a result, trading activity on or reported by these digital asset trading platforms is generally significantly less regulated than trading activity on or reported by regulated U.S. securities and commodities markets, and may reflect behavior that would be prohibited in regulated U.S. trading venues. Any actual or perceived false trading in the digital asset trading platform market, and any other fraudulent or manipulative acts and practices, could adversely affect the value of Bitcoin, Litecoin, or Dogecoin and/or negatively affect the market perception of these digital assets, which could in turn adversely impact the value of the digital assets held in our treasury reserve and the price of our shares of common stock.

The SEC has also identified possible sources of fraud and manipulation in the digital asset markets generally, including, among others (1) “wash-trading”; (2) persons with a dominant position in a digital asset manipulating pricing in such digital asset; (3) hacking of the underlying digital asset network and trading platforms; (4) malicious control of the underlying digital asset network; (5) trading based on material, non-public information (for example, plans of market participants to significantly increase or decrease their holdings in a digital asset, new sources of demand for a digital asset) or based on the dissemination of false and misleading information; (6) manipulative activity involving purported “stablecoins,” including Tether; and (7) fraud and manipulation at digital asset markets. The use or presence of such acts and practices in the digital asset markets could, for example, falsely inflate the volume of Dogecoin, Bitcoin or Litecoin present in the digital asset markets or cause distortions in the price of Dogecoin, Bitcoin or Litecoin, among other things that could adversely affect our shareholders. Moreover, tools to detect and deter fraudulent or manipulative trading activities, such as market manipulation, front-running of trades, and wash-trading, may not be available to or employed by digital asset markets, or may not exist at all. Many digital asset markets also lack certain safeguards put in place by exchanges for more traditional assets to enhance the stability of trading on the exchanges and prevent “flash crashes,” such as limit-down circuit breakers. As a result, the prices of Dogecoin on digital asset markets may be subject to larger and/or more frequent sudden declines than assets traded on more traditional exchanges.

In addition, over the past several years, some digital asset trading platforms have been closed, been subject to criminal and civil litigation and have entered into bankruptcy proceedings due to fraud and manipulative activity, business failure and/or security breaches. In many of these instances, the customers of such digital asset trading platforms were not compensated or made whole for the partial or complete losses of their account balances in such digital asset trading platforms. In some instances, customers are made whole only in dollar terms as of the digital asset trading platform’s date of failure, rather than on a digital asset basis, meaning customers may still lose out on any price increase in digital assets.

Negative perception, a lack of stability and standardized regulation in the digital asset markets and/or the closure or temporary shutdown of digital asset trading platforms due to fraud, business failure, security breaches or government mandated regulation, and associated losses by customers, may reduce confidence in the Bitcoin, Litecoin, or Dogecoin networks and result in greater volatility in the prices of these assets. These potential consequences of such a digital asset trading platform’s failure could adversely affect the price of shares of our common stock.

-36-

A decline in the adoption of Bitcoin, Litecoin or Dogecoin, or their respective networks, could negatively impact our revenues and treasury value.

A lack of expansion in usage of Bitcoin, Litecoin or Dogecoin, or their respective networks could adversely affect an investment in shares of our common stock.

The further development and acceptance of the Bitcoin, Litecoin and Dogecoin networks, which is part of a new and rapidly changing industry, is subject to a variety of factors that are difficult to evaluate. The slowing, stopping or reversing of the development or acceptance or usage of the Bitcoin, Litecoin or Dogecoin networks may adversely affect the price of these assets and therefore an investment in shares of our common stock. The further adoption of Bitcoin, Litecoin or Dogecoin will require growth of their respective networks. Adoption of cryptocurrencies will also require an accommodating regulatory environment.

The use of digital assets such as Bitcoin, Litecoin or Dogecoin to, among other things, buy and sell goods or services or facilitate cross-border payments is part of a new and rapidly evolving industry that employs digital assets based upon computer-generated mathematical and/or cryptographic protocols. The Bitcoin, Litecoin and Dogecoin networks are a prominent, but not unique, part of this industry. The growth of this industry is subject to a high degree of uncertainty, as new assets and technological innovations continue to develop and evolve.

Today, speculators make up a significant portion of users of Bitcoin, Litecoin, Dogecoin and other cryptocurrencies. Certain merchants and major retail and commercial businesses have only recently begun accepting cryptocurrencies and digital asset networks as a means of payment for goods and services. Speculation may contribute to outsized price volatility, which in turn can make forms of payment like Bitcoin, Litecoin and Dogecoin less attractive to merchants and commercial parties as a means of payment. A lack of expansion by Bitcoin, Litecoin or Dogecoin into retail and commercial markets or a contraction of such use may result in a reduction in the price of these assets, which could adversely affect an investment in our Company.

In addition, there is no assurance that Bitcoin, Litecoin, Dogecoin, or other cryptocurrencies will maintain their value over the long term. The prices of these assets are subject to risks related to their usage. Even if growth in Bitcoin, Litecoin or Dogecoin network adoption occurs in the near or medium term, there is no assurance that such usage will continue to grow over the long term. A contraction in use of Bitcoin, Litecoin or Dogecoin may result in increased volatility or a reduction in the price of these assets, which would adversely impact the price of our common stock.

Congestion or delay in the Bitcoin or Dogecoin networks may delay our ability to transact in or sell our digital assets.

Increased transaction volume could result in delays in the recording of transactions due to congestion in the Bitcoin or Dogecoin networks. Moreover, unforeseen system failures, disruptions in operations, or poor connectivity may also result in delays in the recording of transactions on the Bitcoin or Dogecoin networks. Any delay in the Bitcoin or Dogecoin networks could affect our ability to buy or sell digital assets at an advantageous price, resulting in decreased confidence in these networks. Because we receive settlement primarily in Bitcoin and hold Bitcoin as our largest treasury asset by value, congestion on the Bitcoin network could particularly affect our ability to manage treasury assets. Over the longer term, delays in confirming transactions could reduce the attractiveness of these digital assets to merchants and other commercial parties. As a result, these networks and our revenues would be adversely affected.

The SEC may approve applications under Rule 19b-4 of the Exchange Act to list competing digital assets as exchange-traded products, which could reduce demand for, and the price of, Dogecoin and adversely impact our common stock.

To date, the SEC has only approved applications under Rule 19b-4 of the Exchange Act to list spot digital asset exchange-traded products which hold Bitcoin and Ether. However, applications for competing digital assets have been filed and are currently pending, and there can be no guarantee the SEC will not one day approve any such application. If applications to list spot digital asset exchange-traded products are approved for additional digital assets, to the extent such competing digital asset exchange-traded products come to represent a significant proportion of the demand for digital assets generally, demand for, and the prices of, Bitcoin, Dogecoin, and other digital assets we hold could be reduced. Such reduced demand could in turn negatively affect the value of our common stock. Accordingly, there can be no assurance that we will be able to maintain our scale and achieve its intended competitive positioning relative to competitors, which could adversely affect our revenues and the price of our common stock.

-37-

Competition from central bank digital currencies and emerging payments initiatives involving financial institutions could adversely affect the price of Bitcoin, Dogecoin and other digital assets.

Central banks in various countries have introduced digital forms of legal tender. China’s CBDC project, known as Digital Currency Electronic Payment, has reportedly been tested in a live pilot program conducted in multiple cities in China. Central banks representing at least 130 countries have published retail or wholesale CBDC work ranging from research to pilot projects. Whether or not they incorporate blockchain or similar technology, CBDCs, as legal tender in the issuing jurisdiction, could have an advantage in competing with, or replace, Bitcoin, Dogecoin and other cryptocurrencies as a medium of exchange or store of value. Central banks and other governmental entities have also announced cooperative initiatives and consortia with private sector entities, with the goal of leveraging blockchain and other technology to reduce friction in cross-border and interbank payments and settlement, and commercial banks and other financial institutions have also recently announced a number of initiatives of their own to incorporate new technologies, including blockchain and similar technologies, into their payments and settlement activities, which could compete with, or reduce the demand for, Bitcoin and Dogecoin. As a result of any of the foregoing factors, the price of Bitcoin, Dogecoin and other digital assets could decrease, which could adversely affect an investment in our company.

The prices of Bitcoin and Dogecoin may become closely correlated with other asset classes.

Returns from investing in Bitcoin and Dogecoin have at times diverged from and/or have not been correlated with those associated with other asset classes, but there can be no assurance that there will be any such divergence, either generally or with respect to any particular asset class, or that price movements will not be correlated. In addition, there is no assurance that Bitcoin or Dogecoin will maintain their value in the long, intermediate, short, or any other term. In the event that the prices of Bitcoin or Dogecoin decline, the value of our common stock is likely to decline as well.

Dogecoin was originally considered a “memecoin” and may be subject to even greater levels of volatility than other digital assets.

Memecoins are cryptocurrencies inspired by Internet memes or trends. Most memecoins have no stated use case or intrinsic value, other than as a digital collector’s item. While most memecoins have relatively low trading prices and trading volume, occasionally a memecoin will develop an enthusiastic community of supporters that cause the memecoin to go “viral” on social networks and other mediums. These memecoins will often experience unpredictable and extreme price fluctuations over very short windows of time. Memecoins have also been used in “rug pulls”, where the developers of the memecoin abandon a project after raising assets, leaving purchasers of the memecoin with nearly worthless assets. Memecoins are also commonly the subject of other forms of market manipulation, such as pump and dump, wash trading or spoofing schemes.

Dogecoin is often considered the first memecoin. Dogecoin was initially developed in 2013 by the software developers Billy Markus and Jackson Palmer as a way of making fun of Bitcoin and other digital assets, which they believed were being taken too seriously. Dogecoin was designed as a “fun and friendly Internet currency,” and adopted the image of a Shibu Inu dog as its logo. Despite, or perhaps because of, its satirical origins, Dogecoin gained rapid interest and adoption in online communities, and rapidly became one of the larger digital assets when measured by market capitalization. Users soon began using Dogecoin for certain financial transactions, including tipping, trading, and donations. Since its inception, the software underlying Dogecoin has been upgraded to be more secure and more comparable to other major digital assets, and it has recently experienced volatility generally similar to other major digital assets. However, Dogecoin still has a large following in the online meme community. Dogecoin’s history as a memecoin may cause it to experience periods of extreme volatility which may affect the value of our Dogecoin holdings and therefore our common stock.

-38-

The Litecoin Network Halving Event May Materially and Adversely Affect the Company’s Mining Economics.

The Litecoin network is expected to undergo its next block reward halving event in August 2027, at which time the block subsidy awarded to Scrypt miners will be reduced by 50%. Because the Company’s mining operations utilize Scrypt-based ASIC hardware, a portion of the Company’s mining revenue is derived from, or influenced by, the economics of the Litecoin network. A halving event reduces the rate at which new Litecoin is issued as a block reward, which, absent a corresponding and offsetting increase in the market price of Litecoin, would reduce the revenue generated per unit of hashrate deployed by the Company. There can be no assurance that the market price of Litecoin will increase sufficiently, or at all, to offset the reduction in block rewards following the halving.

The unlimited supply of Dogecoin may negatively impact the long-term value of Dogecoin, and potentially the integrity of the Dogecoin network.

Unlike certain other digital assets such as Bitcoin or Litecoin, Dogecoin has an unlimited supply. New Dogecoin is mined every day, and that production has no cap. The unlimited nature of Dogecoin’s supply may negatively impact the value of Dogecoin. Additionally, without continuous new demand, the value of Dogecoin is likely to decline over time as additional Dogecoin is produced.

The unlimited nature of Dogecoin supply could negatively impact the adoption of Dogecoin and the integrity of the Dogecoin network if it contributes to a decline in the value of Dogecoin, as that value is what incentivizes parties to participate in the Dogecoin network. By contrast, Bitcoin has a fixed supply cap of 21 million coins; however, the Company’s strategy of mining Scrypt and converting to Bitcoin through our hashrate marketplace model means that the economics of our Scrypt mining operations, including Dogecoin-related dynamics, directly affect our ability to accumulate Bitcoin in our treasury.

Regulators may interpret certain aspects of our activities to implicate additional regulatory frameworks.

Although we do not operate as a money transmitter, exchange, or hosted-wallet provider, regulatory interpretations relating to digital assets may change. To the extent regulators were to interpret aspects of our activities, including treasury execution or related processes, as implicating additional regulatory frameworks, we could incur increased compliance costs and operational constraints, which could adversely affect our business, financial condition, and results of operations.

From time to time, we may be involved in legal or regulatory proceedings arising in the ordinary course of business or otherwise. Such matters can be costly, time-consuming, divert management attention, and result in damages, penalties, or required changes to our business practices. The outcome of such proceedings is inherently uncertain, and any adverse outcome could materially adversely affect our business, financial condition, and results of operations.

A determination that one or more of our digital assets is a “security” may adversely affect the value of such digital assets, our treasury and our common stock.

In the recent past, the SEC has stated that certain digital assets may be considered “securities” under the federal securities laws. On March 17, 2026, SEC issued a new interpretive release (SEC Interpretive Rel. 33-11412) entitled Application of the Federal Securities Laws to Certain Types of Crypto Assets and Certain Transactions Involving Crypto Assets (the “Release”). In the Release, the SEC significantly clarified the application of the federal securities laws to certain types of crypto assets and transactions involving crypto assets. The Release classifies crypto assets into five categories: digital commodities, digital collectibles, digital tools, stablecoins and digital securities. Applying the traditional Howey test, the Release explains that digital commodities, digital collectibles, digital tools, and stablecoins will generally not be considered securities so long as they are not the subject of an “investment contract,” which is defined as any contract, transaction, or scheme whereby a person invests money in a common enterprise and reasonably expects profits to be derived from the efforts of others.

A digital commodity is a crypto asset that is intrinsically linked to and derives its value from the programmatic operation of a crypto system that is functional, as well as supply and demand dynamics, rather than from the expectation of profits from the essential managerial efforts of others. Specific examples digital commodities named in the Release include Bitcoin, Litecoin, and Dogecoin, among several others. The Release also addresses several types of digital asset activities, including protocol mining and staking. Protocol mining on a proof-of-work network, either individually or as part of a pool, will generally not require the registration of transactions under the Securities Act, as the miners contribute their own computational resources in exchange for crypto asset rewards.

-39-

Based on the interpretations given in the Release, we do not believe that our Scrypt-based proof-of-work activities are subject to registration under the Securities Act or that the primary crypto assets that we earn through our activities or otherwise acquire are “securities” within the meaning of the Securities Act. The tests for determining whether a particular digital asset is a “security” and whether a particular transaction involving digital assets requires registration under the Securities Act, however, are fact-intensive, complex, and may be difficult to apply. If it is determined in the future that one or more digital assets in which we transact or that we hold in our treasury is a security, or that the types of transactions we conduct or may conduct in the future require registration with the SEC, it could have a material adverse effect.

If a digital asset or transactions in that digital asset are determined to be a security or securities transactions, respectively, it is likely to become difficult or impossible for that digital asset to be traded, cleared or custodied in the United States through the same channels used by non-security digital assets, which in addition to materially and adversely affecting the trading value of the digital asset, is likely to significantly impact its liquidity and market participants’ ability to convert the digital asset into U.S. dollars. Any assertion that a digital asset or transactions in that digital asset are a security or securities transactions, respectively, by the SEC or another regulatory authority may have similar effects.

In addition, if one or more digital assets held in our treasury is determined to be a security by a federal court, or transactions in those transactions are determined to be securities transactions by a federal court, depending on the size of our treasury reserve, we could be considered an unregistered “investment company” under the Investment Company Act of 1940, as amended, if 40% or more of our assets other than cash and government securities are deemed to be invested in investment securities.

Legislative developments such as the CLARITY Act may alter the regulatory treatment of bitcoin and adversely affect our business.

On May 29, 2025, the U.S. House of Representatives introduced H.R. 3633, the Digital Asset Market Clarity Act of 2025 (the “CLARITY Act”), which passed the House on July 17, 2025, and is currently pending review by the U.S. Senate. If enacted as proposed, the CLARITY Act would classify certain digital assets as “digital commodities” and expand the jurisdiction of the Commodity Futures Trading Commission (the “CFTC”) over such assets. As a result, certain activities involving digital assets, including trading, custody, advisory, or fundraising transactions, could become subject to new compliance obligations under the Commodity Exchange Act. In addition, the CLARITY Act as currently drafted contains a provision that would prohibit platforms from paying users any “interest-like” yield solely for holding a stablecoin in a wallet or account, including any return that could be deemed economically equivalent to interest on a bank deposit.

While it is uncertain whether the CLARITY Act will be enacted in its current form, or whether transitional relief or exemptions would be available to us, any such reclassification of certain digital assets could materially increase our compliance costs and subject us to additional reporting, operational and governance requirements. Furthermore, to the extent the CLARITY Act is enacted with a provision prohibiting the offering of yields on stablecoin holdings, such prohibition could materially reduce the incentive for investors to hold stablecoins, which could adversely affect liquidity and trading volumes across the digital asset markets. Any such changes could have a material adverse effect on our business strategy, financial condition, results of operations and the market price of our common stock.

-40-

Regulatory changes or actions by the U.S. Congress or any U.S. federal or state agencies may affect the value of Bitcoin, Dogecoin or Litecoin or restrict the use of these currencies to validate activity or the operation of the digital asset markets in a manner that adversely affects our revenues and the value of our common stock.

As digital assets have grown in both popularity and market size, the U.S. Congress and a number of U.S. federal and state agencies (including FinCEN, OFAC, SEC, CFTC, FINRA, the Department of Justice, the Department of Homeland Security, the Federal Bureau of Investigation, the IRS, the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation, the Federal Reserve and state financial institution and securities regulators) have been examining the operations of digital asset networks, digital asset users and the digital asset markets, with particular focus on the extent to which digital assets can be used to launder the proceeds of illegal activities, evade sanctions, or fund criminal or terrorist enterprises and the safety and soundness of trading platforms and other service providers that hold or custody digital assets for users. Many of these state and federal agencies have issued consumer advisories regarding the risks posed by digital assets to investors. Ongoing and future regulatory actions with respect to digital assets generally or Dogecoin in particular may alter, perhaps to a materially adverse extent, the nature of an investment in our common stock or our ability of to continue to operate in the Dogecoin business.

On January 23, 2025, President Trump issued an executive order titled “Strengthening American Leadership in Digital Financial Technology” aimed at supporting “the responsible growth and use of digital assets, blockchain technology, and related technologies across all sectors of the economy.” The Executive Order also established an interagency working group that is tasked with “proposing a Federal regulatory framework governing the issuance and operation of digital assets” in the United States. Pursuant to this Executive Order, the working group released a report in July 2025 outlining the administration’s recommendations to Congress and various agencies reflecting the administrations “pro-innovation mindset toward digital assets and blockchain technologies.” In particular, the report recommends that Congress enact legislation regarding self- custody of digital assets, clarifying the applicability of Bank Secrecy Act obligations with respect to digital asset service providers, granting the CFTC authority to regulate spot markets in non-security digital assets, prohibiting the adoption of a CBDC, and clarifying tax laws as relevant to digital assets. In addition, the report recommends that agencies reevaluate existing guidance on digital asset activities, use existing authorities to enable the trading of digital assets at the federal level, embrace Decentralized Finance, launch or relaunch crypto innovation efforts, and promote U.S. private sector leadership in the responsible development of cross-border payments and financial markets technologies, among others.

There have also been several bills introduced in Congress that propose to establish additional regulation and oversight of the digital asset markets. In July 2025, the Guiding and Establishing National Innovation for U.S. Stablecoins Act of 2025 became the first federal law specifically regulating the issuance, custody and other stablecoin-related matters in the United States. The CLARITY Act was passed by the House of Representatives in July 2025, which would, if enacted, regulate digital asset markets and digital asset trading platforms in the United States. It is difficult to predict whether, or when, the CLARITY Act or another bill that would regulate digital asset markets and digital asset trading platforms may become law or what any such Bill may entail. It is difficult to predict whether, or when, any of these developments will lead to Congress granting additional authorities to the SEC or other regulators, what the nature of such additional authorities might be, how additional legislation and/or regulatory oversight might impact the ability of digital asset markets to function or how any new regulations or changes to existing regulations might impact the value of digital assets generally and Dogecoin specifically. The consequences of increased federal regulation of digital assets and digital asset activities could have a material adverse effect on our revenues, our business and the price of our common stock. In 2008, a Democratic President and Democratic Congress can enact new legislation reversing the de-regulatory impact of the Trump Administration on digital assets and Dogecoin. Further, the SEC could then revert to its enforcement campaign against digital assets which was conducted under the Biden Administration.

Law enforcement agencies have often relied on the transparency of blockchains to facilitate investigations. However, certain privacy-enhancing features have been, or are expected to be, introduced to a number of digital asset networks. If the Dogecoin network were to adopt any of these features, these features may provide law enforcement agencies with less visibility into transaction-level data. In August 2022, OFAC banned all U.S. citizens from using Tornado Cash, a digital asset protocol designed to obfuscate blockchain transactions, by adding certain Ethereum wallet addresses associated with the protocol to its Specially Designated Nationals and Blocked Persons List. A large portion of Ethereum validators globally, as well as notable industry participants such as Centre, the issuer of the USDC stablecoin, have reportedly complied with the sanctions and blacklisted the sanctioned addresses from interacting with their networks. In October 2023, FinCEN issued a notice of proposed rulemaking that identified convertible virtual currency (“CVC”) mixing as a class of transactions of primary money laundering concern and proposed requiring covered financial institutions to implement certain recordkeeping and reporting requirements on transactions that covered financial institutions know, suspect, or have reason to suspect involve CVC mixing within or involving jurisdictions outside the United States. Promoters of Tornado Cash were criminally convicted in the Netherlands in 2024 and the U.S. in 2025. Future additional regulatory action with respect to privacy-enhancing digital assets is possible.

-41-

Changes in SEC policy could adversely impact our revenues, our business and the price of our common stock.

In addition to the wholesale SEC regulatory change discussed above, the SEC is currently free to adopt new regulations to meet changes in the digital assets business. The effect of any future regulatory change on Bitcoin, Litecoin, Dogecoin and digital assets, including a determination that certain digital assets are a “security” is impossible to predict, but such change could be substantial and adverse to our revenues, business and the price of our common stock. In particular with regard to funds that hold Bitcoin, Ether and certain Bitcoin-based derivatives or Ether-based derivatives, the SEC has not yet approved the listing on a national securities exchange of any non-futures based digital-asset focused exchange-traded fund or exchange-traded product. If the SEC were to adopt new regulations to meet changes that were adverse to the digital assets industry in the future our revenues and the value of our common stock may decline.

Ambiguous and changing governmental regulations relating to Scrypt-based digital asset mining may adversely affect our business.

Our business, which is focused on Scrypt-based digital asset mining at colocation sites in the United States and related treasury activities, operates in a regulatory environment that is rapidly evolving and subject to differing interpretations. Many applicable laws and regulations predate digital assets and do not address key issues associated with mining, custody, or secondary-market trading. Regulatory requirements may change, be interpreted inconsistently across jurisdictions, or conflict with one another, and governmental authorities may disagree with our compliance positions. We may be subject to examinations, audits, investigations, and enforcement actions by federal, state, or local authorities, and new laws, regulations, or enforcement priorities could increase our costs, restrict or prohibit certain activities, limit access to power, or otherwise adversely affect our business, financial condition, and results of operations.

Digital asset mining is energy-intensive and may attract scrutiny from regulators, policymakers, and other stakeholders. Legislative or regulatory actions relating to energy usage, emissions, permitting, grid reliability, or related reporting obligations could increase our operating costs, require changes to our operations, limit expansion, or restrict our ability to operate at certain sites. In addition, adverse publicity or stakeholder activism relating to the environmental impact of digital asset mining, whether accurate or not, could damage our reputation and adversely affect our business.

Competing industries may have more influence with policymakers than the digital asset industry, which could lead to the adoption of laws and regulations that are harmful to the digital asset industry.

The digital asset industry is relatively new, although its influence over public policy is increasing, and it may not have the same access to policymakers and lobbying organizations in many jurisdictions compared to industries with which digital assets may be seen to compete, such as banking, payments and consumer finance. Competitors from other, more established industries may have greater access to and influence with governmental officials and regulators and may be successful in persuading these policymakers that digital assets require heightened levels of regulation compared to the regulation of traditional financial services. As a result, new laws and regulations may be proposed and adopted in the United States and elsewhere, or existing laws and regulations may be interpreted in new ways, that disfavor or impose compliance burdens on the digital asset industry or digital asset platforms, which could adversely impact the value of our digital assets and therefore the price of our common stock.

Regulatory changes or other events in foreign jurisdictions may affect the value of our common stock or restrict the use of one or more digital assets, validating activity or the operation of their networks or the digital asset trading platform market in a manner that adversely affects the value of our common stock.

Various foreign jurisdictions have, and may continue to adopt laws, regulations or directives that affect the digital asset network, the digital asset markets, and their users, particularly digital asset trading platforms and service providers that fall within such jurisdictions’ regulatory scope. For example, if foreign jurisdictions in addition to China were to ban or otherwise restrict validating activity, including by regulating or limiting manufacturers’ ability to produce or sell semiconductors or hard drives in connection with validating, it would have a material adverse effect on digital asset networks (including the Dogecoin network), our ability to secure and/or repair computes that we use in our Scrypt mining, the digital asset market, and as a result, impact the value of our common stock.

-42-

A number of foreign jurisdictions have recently taken regulatory action aimed at digital asset activities. China has made transacting in cryptocurrencies illegal for Chinese citizens in mainland China, and additional restrictions may follow. Both China and South Korea have banned initial coin offerings entirely and regulators in other jurisdictions, including Canada, Singapore and Hong Kong, have opined that initial coin offerings may constitute securities offerings subject to local securities regulations. The United Kingdom’s Financial Conduct Authority published final rules in October 2020 banning the sale of derivatives and exchange-traded notes that reference certain types of digital assets, contending that they are “ill-suited” to retail investors citing extreme volatility, valuation challenges and association with financial crime. A new law, the Financial Services and Markets Act 2023, received royal assent in June 2023. The FSMA brings digital asset activities within the scope of existing laws governing financial institutions, markets and assets. In addition, the Parliament of the European Union approved the text of the markets in Crypto-Assets Regulation in April 2023, establishing a regulatory framework for digital asset services across the European Union. Certain parts of MiCA became effective as of June 2024 and the remainder became effective as of December 2024. MiCA is intended to serve as a comprehensive regulation of digital asset markets and imposes various obligations on digital asset issuers and service providers. The main aims of MiCA are industry regulation, consumer protection, prevention of market abuse and upholding the integrity of digital asset markets.

Foreign laws, regulations or directives may conflict with those of the United States and may negatively impact the acceptance of one or more digital assets by users, merchants and service providers outside the United States and may therefore impede the growth or sustainability of the digital asset economy in the European Union, China, Japan, Russia and the United States and globally, or otherwise negatively affect the value of Dogecoin. Moreover, other events, such as the interruption in telecommunications or Internet services, cyber-related terrorist acts, civil disturbances, war or other catastrophes, could also negatively affect the digital asset economy in one or more jurisdictions. For example, Russia’s invasion of Ukraine led to volatility in digital asset prices, with an initial steep decline followed by a sharp rebound in prices. The effect of any future regulatory change or other events on Dogecoin is impossible to predict, and such change could be substantial and adverse to our revenues, business and the price of our common stock.

Future developments regarding the treatment of digital assets for U.S. federal income tax purposes could adversely affect the value of the digital assets that we hold in our treasury reserve and the price of our common stock.

Many significant aspects of the U.S. federal income tax treatment of digital assets, are uncertain, and it is unclear what guidance on the treatment of digital assets for U.S. federal income tax purposes may be issued in the future. It is possible that any such guidance would have an adverse effect on the prices of digital assets, including on the price of Bitcoin, Litecoin, and Dogecoin in the digital asset markets, and therefore may have an adverse effect on the value of our treasury reserve and the price of our common stock.

Because of the evolving nature of digital assets, it is not possible to predict potential future developments that may arise with respect to digital assets, including forks, airdrops and similar occurrences. Such developments may increase the uncertainty with respect to the treatment of digital assets for U.S. federal income tax purposes.

Future developments in the treatment of digital assets for tax purposes other than U.S. federal income tax purposes could adversely affect the value of our common stock.

The taxing authorities of certain states, including New York, (i) have announced that they will follow the notice with respect to the treatment of digital assets for state income tax purposes and/or (ii) have issued guidance exempting the purchase and/or sale of digital assets for fiat currency from state sales tax. However, it is unclear what further guidance on the treatment of digital assets for state tax purposes may be issued in the future.

The treatment of digital assets for tax purposes by non-U.S. jurisdictions may differ from the treatment of digital assets for U.S. federal, state or local tax purposes. It is possible, for example, that a non-U.S. jurisdiction would impose sales tax or value-added tax on purchases and sales of digital assets for fiat currency. If a foreign jurisdiction with a significant share of the market of Dogecoin. Bitcoin or Litecoin users imposes onerous tax burdens on digital asset users, or imposes sales or value-added tax on purchases and sales of digital assets for fiat currency, such actions could result in decreased demand for these digital assets in such jurisdiction.

Any future guidance on the treatment of digital assets for state, local or non-U.S. tax purposes could result in adverse tax consequences to us and could have an adverse effect on the prices of digital assets, including on the price of Dogecoin in the digital asset markets. As a result, any such future guidance could have an adverse effect on the value of the Dogecoin held in our treasury reserve and the price of our common stock.

-43-

A U.S. tax-exempt shareholder may recognize “unrelated business taxable income” as a consequence of an investment in shares of our common stock.

Under the guidance provided in the Internal Revenue Service’s Frequently Asked Questions, hard forks, airdrops and similar occurrences with respect to digital assets will under certain circumstances be treated as taxable events giving rise to ordinary income. In the absence of guidance to the contrary, it is possible that any such income recognized by a U.S. tax-exempt shareholder would constitute “unrelated business taxable income” or UBTI. A tax-exempt shareholder should consult its tax adviser regarding whether such shareholder may recognize UBTI as a consequence of an investment in our common stock.

General Risk Factors

If securities or industry analysts do not publish research or reports about our business, or if they change their recommendations regarding our stock adversely, our stock price and trading volume could decline.

The trading market for our common stock may be influenced by the research and reports that industry or securities analysts publish about us or our business. Even if our analyst coverage increases, if one or more of the analysts who cover us downgrade our stock, our stock price would likely decline. If one or more of these analysts cease coverage of our Company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.

Financial reporting obligations of being a public company in the United States are expensive and time-consuming, and our management will be required to devote substantial time to compliance matters.

As a publicly traded company we incur significant legal, accounting and other expenses. The obligations of being a public company in the United States require significant expenditures and places significant demands on our management and other personnel, including costs resulting from public company reporting obligations under the Exchange Act and the rules and regulations regarding corporate governance practices, including those under Sarbanes-Oxley, the Dodd-Frank Wall Street Reform and Consumer Protection Act, and the listing requirements of Nasdaq. These rules require the establishment and maintenance of effective disclosure and financial controls and procedures, internal control over financial reporting and changes in corporate governance practices, among many other complex rules that are often difficult to implement, monitor and maintain compliance with. Moreover, despite reforms made possible by the JOBS Act, the reporting requirements, rules, and regulations will make some activities more time-consuming and costly, since we are no longer an “emerging growth company.” Our management and other personnel will need to devote a substantial amount of time to ensure that we comply with all of these requirements and to keep pace with new regulations, otherwise we may fall out of compliance and risk becoming subject to litigation or being delisted, among other potential problems.

-44-

Risks Related to Our Common Stock

Lapsed lockup restrictions may create downward pressure on the market price of our common stock.

Certain shareholders are subject to contractual lockup restrictions that are scheduled to expire in tranches following the consummation of our business combination with Doge on December 16, 2025. Specifically, one-third of the Company-imposed lockup restrictions applicable to certain shareholders were released on December 16, 2025, with an additional one-third scheduled were released on March 16, 2026, and the remaining one-third scheduled to be released on June 15, 2026. The ability of these shareholders to sell their shares upon the expiration of lockup restrictions is subject to applicable securities law requirements. A portion of these shares were registered for resale pursuant to a registration statement on Form S-3 filed on January 29, 2026, which was declared effective on January 30, 2026. Holders of shares registered pursuant to that registration statement may resell their shares without restriction under the Securities Act upon the applicable lockup expiration.

Shares of common stock that were not registered under the Form S-3 registration statement remain subject to the volume limitations, holding period requirements, and other conditions of Rule 144 under the Securities Act. These holders may be unable to sell their shares immediately upon lockup expiration and must satisfy the applicable Rule 144 conditions, including any required holding period measured from the date of acquisition.

As these lockup restrictions expire in tranches through June 2026, a substantial number of shares may become eligible for sale, which could create selling pressure and downward pressure on the market price of our common stock. The perception that significant shareholders may sell shares could also negatively affect investor sentiment and increase volatility.

Our common stock price may be volatile, which could result in substantial losses to investors and litigation.

In addition to changes to market prices based on the our results of operations and the factors discussed elsewhere in this “Risk Factors” section, the market price of and trading volume for our common stock has been and may continue to be volatile for a variety of other reasons, not necessarily related to the our actual operating performance. The capital markets have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of the our common stock. In addition, the average daily trading volume of the securities of small companies can be very low, which may contribute to future volatility. Factors that could cause the market price of our common stock to fluctuate significantly include:

	●	the impact of financings;

	●	the results of operating and financial performance and prospects of other companies in the same industry;

	●	strategic actions by us or our competitors, such as acquisitions or restructurings;

	●	announcements of innovations, increased service capabilities, new or terminated customers or new, amended or terminated contracts by competitors;

	●	the public’s reaction to our press releases, other public announcements, and filings with the SEC;

	●	lack of securities analyst coverage or speculation in the press or investment community;

-45-

	●	changes in earnings estimates or recommendations by securities or research analysts who track the Company’s common stock or failure of the Company’s actual results of operations to meet those expectations;

	●	changes in government policies in the United States and internationally for Bitcoin, Dogecoin, Litecoin, and digital asset mining generally;

	●	market and industry perception of our success, or lack thereof, in pursuing our growth strategy;

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

	●	any lawsuit involving us, our services or our products;

	●	arrival and departure of key personnel;

	●	sales of common stock by large investors, officers and directors; and

	●	changes in general market, economic and political conditions in the United States and financial markets.

Any of these factors, as well as broader market and industry factors, may result in large and sudden changes in the trading volume of our common stock and could depress the market price of our common stock, regardless of our operating performance. This may prevent an investor from being able to sell its shares at or above the price the investor paid for its shares of common stock, if at all. In addition, following periods of volatility in the market price of a company’s securities, shareholders often institute securities class action litigation against that company. Following our announcement of the pending acquisition of Doge, at least one class action law firm advertised for clients to sue us. We do not know if we will be sued. Our involvement in any class action suit or other legal proceeding could divert its senior management’s attention and could adversely affect the our business, financial condition, results of operations and prospects.

If we fail to comply with the rules under the Sarbanes-Oxley Act of 2002, as amended, related to accounting controls and procedures, or if we discover material weaknesses and deficiencies in our internal control and accounting procedures, our stock price could decline significantly and raising capital could be more difficult.

If we fail to comply with the rules under the Sarbanes-Oxley Act of 2002, as amended (“Sarbanes-Oxley Act”), related to disclosure controls and procedures, or, if we discover material weaknesses and other deficiencies in our internal control and accounting procedures, our stock price could decline significantly and raising capital could be more difficult. Section 404 of the Sarbanes-Oxley Act requires annual management assessments of the effectiveness of our internal control over financial reporting. If material weaknesses or significant deficiencies are discovered or if we otherwise fail to achieve and maintain the adequacy of our internal control, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. Moreover, effective internal controls are necessary for us to produce reliable financial reports and are important to helping prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock could drop significantly.

Future sales and issuances of our securities could result in additional dilution of the percentage ownership of our shareholders and could cause our share price to fall.

We expect that significant additional capital will be needed in the future to continue our planned operations, including research and development, increased marketing, hiring new personnel, commercializing our products, and continuing activities as an operating public company. To the extent we raise additional capital by issuing equity securities, our shareholders may experience substantial dilution. We may sell common stock, convertible securities or other equity securities in one or more transactions at prices and in a manner we determine from time to time. If we sell common stock, convertible securities or other equity securities in more than one transaction, investors may be materially diluted by subsequent sales. Such sales may also result in material dilution to our existing shareholders, and new investors could gain rights superior to our existing shareholders.

-46-

We do not intend to pay cash dividends on our shares of common stock so any returns will be limited to the value of our shares.

We have never paid or declared any cash dividends on our common stock, and we do not anticipate paying any cash dividends on our common stock in the foreseeable future. We currently anticipate that we will retain future earnings for the development, operation and expansion of our business. Any future determination to pay dividends will be at the discretion of our board of directors and will depend upon a number of factors, including our results of operations, financial condition, future prospects, contractual restrictions, restrictions imposed by applicable law and other factors that our board of directors deems relevant. Therefore, any return to shareholders will be limited to the increase, if any, of our share price.

We are a “smaller reporting company”, and the reduced disclosure requirements applicable to smaller reporting companies may make our common stock less attractive to investors.

We are a “smaller reporting company” as defined in Rule 12b-2 under the Exchange Act. We would cease to be a smaller reporting company if (i) we have a public float of $250 million or more and have annual revenues in excess of $100 million or (ii) if we have a public float of $700 million or more, determined on an annual basis.

As a smaller reporting company, we are permitted and intend to rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not smaller reporting companies. These exemptions include:

	●	not being required to furnish a stock performance graph in our Annual Reports;

	●	reduced disclosure obligations regarding executive compensation;

	●	being permitted to provide only two years of audited financial statements in our Annual Reports on Form 10-K, with corresponding reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure; and

	●	not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act.

We cannot predict whether investors will find our common stock less attractive as a result of any reliance by us on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

We may be at risk of securities class action litigation.

We may be at risk of securities class action litigation. In the past, biotechnology and pharmaceutical companies have experienced significant stock price volatility, particularly when associated with binary events such as clinical trials and product approvals. If we face such litigation, it could result in substantial costs and a diversion of management’s attention and resources, which could harm our business and result in a decline in the market price of our common stock.

Item 1b. unresolved staff comments

None.

~~ITEM 1C. CYBERSECURITY.~~-47-

~~Risk~~ITEM ~~Management~~1C. ~~and Strategy~~CYBERSECURITY

WeTo ~~recognize~~date, ~~the~~we ~~critical~~have ~~importance~~not ofexperienced ~~developing,~~any ~~implementing,~~cybersecurity ~~and~~incidents ~~maintaining~~that ~~robust~~materially ~~cybersecurity~~affected ~~measures~~our tobusiness ~~safeguard~~strategy, ~~our~~results ~~information~~of operations or financial ~~systems~~condition. ~~and~~The ~~protect~~Company recognizes the ~~confidentiality~~critical importance of cybersecurity in safeguarding sensitive information, ~~integrity~~maintaining operational resilience, and ~~availability~~protecting ofstakeholders’ ~~our data~~interests.

~~Managing~~The ~~Material~~Company ~~Risks~~is &in ~~Integrated~~the ~~Overall~~process ~~Risk~~of ~~Management~~establishing a cybersecurity policy which will implement protocols to evaluate, recognize, and address significant risks, including those posed by cybersecurity threats. This policy will be designed to establish a comprehensive framework for identifying, assessing, mitigating, and responding to cybersecurity risks across the organization and will encompass the utilization of standard traffic monitoring tools, educating personnel to identify and report abnormal activities, and partnering with reputable service providers capable of upholding security standards equivalent to or exceeding our own.

We ~~have~~anticipate ~~strategically~~that ~~integrated~~these ~~cybersecurity~~measures ~~risk~~will ~~management~~be seamlessly integrated into our broader operational risk management framework toaimed ~~promote~~at ~~a company-wide culture~~minimizing ofexposure ~~cybersecurity~~to ~~risk~~unnecessary ~~management.~~risks ~~This~~across ~~integration~~our ~~ensures~~operations. ~~that~~For cybersecurity, ~~considerations~~we ~~are~~intend anto ~~integral~~collaborate ~~part~~with ofexpert ~~our~~consultants ~~decision~~and third-~~making~~party ~~processes~~service atproviders ~~every~~to ~~level.~~implement ~~Our~~industry-standard ~~management~~strategies ~~team~~aimed ~~continuously~~at ~~evaluates~~identifying and ~~addresses~~mitigating ~~cybersecurity~~potential ~~risks~~threats inor ~~alignment~~vulnerabilities within ~~with~~our systems. Additionally, it is anticipated that our ~~business~~policy will have a comprehensive cyber crisis response plan to manage high ~~objectives~~severity ~~and~~security ~~operational~~incidents, ~~needs~~ensuring efficient coordination across the organization.

~~Oversee~~To ~~Third~~date, cybersecurity threats have not materially impacted our operations; however, given the escalating sophistication of cyber threats, our preventive measures may not always suffice. We may be unable to anticipate all security breaches, including those stemming from third-party misuse of AI technologies and the potential challenges in implementing timely preventive measures. Please refer to Item 1A: Risk Factors for information relating to cyber attack-related risks.

~~Because~~We weanticipate ~~are~~that ~~aware~~our ofChief ~~the~~Financial ~~risks~~Officer ~~associated~~will ~~with~~be ~~third-party~~responsible ~~service~~for ~~providers,~~overseeing weour ~~have~~information ~~implemented~~security ~~stringent~~programs, ~~processes~~including tocybersecurity initiatives, ~~oversee~~ and ~~manage these~~will ~~risks.~~be Weintegrated ~~conduct~~into ~~thorough~~our ~~security~~Cybersecurity ~~assessments~~Incident ofresponse ~~all~~process. ~~third-party~~We ~~providers~~also ~~before~~anticipate ~~engagement~~that ~~and~~our ~~maintain~~Audit ~~ongoing~~Committee ~~monitoring~~will tooversees ~~ensure compliance with our~~ cybersecurity ~~standards.~~risk ~~The~~management ~~monitoring~~activities, ~~includes~~supported ~~annual~~by ~~assessments~~Company ofmanagement, the ~~SOC~~board ~~reports~~ of ~~our~~directors, ~~providers~~ and ~~implementing~~external ~~complementary controls~~consultants. ~~This approach is designed to mitigate risks related to data breaches or other security incidents originating from third-parties.~~

~~Risks~~Item ~~from~~2. ~~Cybersecurity Threats~~properties

WeOur ~~have~~operations are principally operated remotely at various data centers throughout the United States and we do not ~~encountered~~own ~~cybersecurity~~any ~~challenges~~real property. Our offices are located at 470 W 200 N STE 18 Salt Lake City, UT 84103 and are leased pursuant to a lease agreement that ~~have~~renews ~~materially~~in ~~impaired~~successive six-month terms. We believe that our ~~operations~~existing facilities are suitable and adequate to meet our current needs. We intend to add new facilities or ~~financial~~expand ~~standing~~existing facilities as we add employees, and we believe that suitable additional or substitute space will be available as needed to accommodate any such expansion of our operations.

34item 3. legal proceedings

~~ITEM~~From 2time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. ~~PROPERTIES~~Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are not aware of any pending legal proceedings or claims that will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results.

Weitem ~~do not own or lease any real property~~4. Wemine ~~rent~~safety ~~our offices on a month-to-month basis~~disclosures. ~~Our headquarters and business mailing address is 11845 W. Olympic Blvd, Ste 1100W #13, Los Angeles, CA 90064. Our Miami field office address is 1815 Purdy Ave., Miami Beach, FL 33139.~~

ITEM 3. LEGAL PROCEEDINGS.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

~~ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.~~-48-

part II

item 5. market for registrant’s common equity, related stockholder matters and issuer purchases OF EQUITY SECURITIES

Market Information

Our common stock is ~~currently~~listed ~~traded~~ on Nasdaq under the ~~Nasdaq~~symbol ~~Capital~~“DTCX”. ~~Market~~Effective December 16, 2025, in connection with the completion of our acquisition of Dogehash and the corporate name change to Datacentrex, Inc., our common stock began trading under the ~~symbol~~ticker symbol “~~TZUP~~DTCX.”

~~As of March 4, 2025, there were 9,426,502 shares of the registrant’s common stock outstanding.~~Holders

~~Holders~~As of ~~Record~~April 13, 2026, there were 230 shareholders of record for our common stock, six holders of record for our Series A Preferred Stock Convertible Voting Stock, and three holders of record for our Series D Convertible Preferred Stock. The actual number of holders of our securities is greater than this number of record holders, and includes shareholders who are beneficial owners, but whose shares are held in street name by brokers or held by other nominees. This number of holders of record also does not include shareholders whose shares may be held in trust by other entities.

As of March 4, 2025 there were 259 stockholders of record. The number of record holders was determined from the records of our transfer agent and does not include beneficial owners of Common Stock whose shares are held in the names of various security brokers, dealers, and registered clearing agencies. The transfer agent of our Common Stock is Securitize (Pacific Stock Transfer), located at 6725 Via Austi Pkwy Suite 300, Las Vegas, NV 89119.

Common Stock

The Company is authorized to issue 250,000,000 million shares of common stock, par value $0.001 per share.

All outstanding shares of our common stock are fully paid and nonassessable. The following summarizes the rights of holders of our common stock:

● a holder of common stock is entitled to one vote per share on all matters to be voted upon generally by the shareholders and are not entitled to cumulative voting for the election of directors; ● subject to preferences that may apply to shares of preferred stock outstanding, the holders of common stock are entitled to receive lawful dividends as may be declared by our board of directors; ● upon our liquidation, dissolution or winding up, the holders of shares of common stock are entitled to receive a pro rata portion of all our assets remaining for distribution after satisfaction of all our liabilities and the payment of any liquidation preference of any outstanding preferred stock; ● there are no redemption or sinking fund provisions applicable to our common stock; and ● there are no preemptive, subscription or conversion rights applicable to our common stock.

Preferred Stock

Our Amended and Restated Certificate of Incorporation authorizes the issuance of up to 25,000,000 shares of blank check preferred stock, par value $0.001 per share, of which 1,000,000 have been designated as Series A Preferred Convertible Voting stock. As of March 4, 2025, 153,411 shares of Series A Preferred Convertible Voting stock were issued and outstanding. All outstanding shares of the Company’s Common Stock and Series A Preferred Convertible Voting Stock are duly authorized, validly issued, fully-paid and non-assessable. Each such series of preferred stock shall have such number of shares, designations, preferences, voting powers, qualifications, and special or relative rights or privileges as shall be determined by our board of directors, which may include, among others, dividend rights, voting rights, liquidation preferences, conversion rights and preemptive rights.

Our Amended and Restated Certificate of Designation of Rights, Powers, Preferences, Privileges And Restrictions of Series B Convertible Voting Stock. Authorizes the issuance of 40,000 shares of Series B Convertible Voting Stock, par value $0.001. As of March 4, 2025, 15,700 shares of the Company’s Series B Convertible Voting stock were issued and outstanding. All outstanding shares of the Company’s Series B Preferred Convertible Voting Stock are duly authorized, validly issued, fully-paid and non-assessable. Each such series of preferred stock shall have such number of shares, designations, preferences, voting powers, qualifications, and special or relative rights or privileges as shall be determined by our board of directors, which may include, among others, dividend rights, voting rights, liquidation preferences, conversion rights and preemptive rights.

Dividend Policy

We ~~have~~do not ~~declared~~anticipate declaring or ~~paid~~paying, in the foreseeable future, any cash dividends on our ~~common~~capital stock. ~~during~~We intend to retain all available funds and future earnings, if any, to fund the ~~fiscal~~development ~~year~~and expansion of our business, and we do not ~~currently~~ anticipate paying any cash dividends in the foreseeable future. Any future determination regarding the declaration and payment of dividends will be at the discretion of our board of directors and will depend on then-existing conditions, including our financial condition, operating results, contractual restrictions, capital requirements, business prospects and other factors our board of directors may deem relevant.

Recent Sales of Unregistered Securities

~~Series B Preferred Offering~~None.

~~The~~Issuer ~~Company~~Purchases ~~recently raised $805,000 in a Series B Preferred offering during the period March - May 2024. Each share~~ of ~~Series~~Equity B Preferred cost $50 and initially converts into 10 shares of common stock and pays a 10% dividend on a quarterly basis and has downside price protection. Once the company up-lists on a National Stock Exchange, the Series B Preferred converts at a 20% discount to the price of the offering in this S-1 and the downside price protections are eliminated. There is a call provision that goes into effect six (6) months from the listing on a National Exchange, that if the common stock trades at a 100% premium to the conversion price for 10 days or more, the Company can force the conversion of the Series B Preferred into common stock. The Company has agreed to pay the costs of Rule 144 legal opinions for the holders of the Series B Preferred.Securities

~~Regulation~~The A+following ~~Offering~~table provides information about the Company’s purchases of equity securities during the quarter ended December 31, 2025. All purchases described below were made in open market transactions in compliance with Rule 10b-18 of the Securities Exchange Act of 1934, as amended.

The Company recently conducted an offering under Regulation A+, pursuant to an Offering Statement on Form 1-A/A filed on December 23, 2022 and qualified on January 9, 2023, through which the Company sold 424,144 shares for aggregate proceeds of $1,732,869, net offering expenses of $19,539.

Period	Total number of shares purchased		Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs (1)		Maximum number (or approximate dollar value) of shares that may yet be purchased under the plans or programs
October 1 to October 31, 2025		178,846	$	5.02		178,846	$	8,832,014
November 1 to November 30, 2025		144,533	$	3.85		144,533	$	8,271,016
December 1 to December 31, 2025		154,741	$	4.47		154,741	$	7,564,612
Total		478,120	$	4.35		478,120	$	7,564,612

~~ITEM~~(1) 6On September 23, 2025, the Company’s board of directors authorized a share repurchase program, pursuant to which the Company may repurchase up to $10 million of its shares of common stock through December 31, 2026 (the “September Buyback Program”). ~~[RESERVED]~~This share repurchase program is in addition to the share repurchase program approved by the Company’s board of directors on February 26, 2025, which authorized the Company to repurchase up to $1 million of its shares of common stock and was completed on September 19, 2025. Approximately $7.5 million remains authorized for repurchase under the September Buyback Program.

~~ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.~~-49-

~~FORWARD~~Item ~~LOOKING~~6. ~~STATEMENTS~~[Reserved]

~~Sections of this Form 10-K including the Management’s Discussion and Analysis or Plan of Operation, contain “forward-looking statements”~~None. These forward-looking statements are subject to risks and uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from the results, performance or achievements expressed or implied by the forward-looking statements. You should not unduly rely on these statements. Forward-looking statements involve assumptions and describe our plans, strategies, and expectations. You can generally identify a forward-looking statement by words such as “may,” “will,” “should,” “would,” “could,” “plans,” “goal,” “potential,” “expect,” “anticipate,” “estimate,” “believe,” “intent,” “project,” and similar words and variations thereof.

36item 7. management’s discussion and analysis of financial condition and results of operations

~~INTRODUCTION~~The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes appearing elsewhere in this Annual Report. In addition to historical information, the following discussion contains forward-looking statements that involve risks, uncertainties and assumptions. See “Cautionary Note on Forward-looking Statements” for a discussion of the uncertainties and assumptions associated with these statements. Our actual results may differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those discussed in the section titled “Risk Factors” included elsewhere in this Annual Report on Form 10-K.

Thumzup Media Corporation (“Thumzup” or “Company”) was incorporated on October 27, 2020, under the laws of the State of Nevada, and its headquarters is located in Los Angeles. The Company’s primary business is software as a service provider dedicated to connecting businesses with consumers and allowing the business to incentivize consumers to post about their experience on social media. Thumzup mission is to democratize social media marketing by connecting advertisers with non-professional people, who can be paid for their posts about products and services they love through its technology which utilizes a proprietary mobile app (“App”). The App generates scalable word-of-mouth product posts and recommendations for advertisers on social media and is designed to connect advertisers with individuals who are willing to promote their products online.

The Thumzup App enables users to select a brand they want to post about on social media. Once the Thumzup user selects the brand and takes a photo (using the App), the App will post the photo and a caption to the user’s social media account(s). As of the date of this filing, Instagram is the Company’s initial social media platform that is being used, due to its wide acceptance and its great functionality using photographs. The Company expects to add other social media platforms in the future. For the advertiser, the Thumzup system enables brands to get real people to promote products to their friends, rather than displaying banner ads that consumers now mostly ignore, or contracting with expensive professional influencers. The Company has recorded nominal revenues during the year ended December 31, 2024 and continues with the development of enhancements to its App and marketing efforts.

The Company is an “emerging growth company” as that term is used in the Jumpstart our Business Startups Act of 2012, and as such, has elected to comply with certain reduced public company reporting requirements.

Thumzup® Products and Services

The Company operates in a single business segment which is social media marketing and advertising. The Thumzup® App works on both iPhone and Android mobile operating systems and connects brands and people who use and love these brands. For the Advertiser, Thumzup® incentivizes ordinary people to become paid content Creators and post authentic valuable posts on social media about the Advertiser and its products.

The Company seeks to capitalize on nationwide-wide gig economy and business democratization trends. Immense value and opportunity have been created through the democratization of ride sharing, hospitality, finance and other industries. The Thumzup® tools are designed to facilitate this democratization trend for the consumer and the Advertiser within the online marketing and advertising space.

The Company has built the technology to support an influencer and “gig” economy community around its Thumzup® App. This technology and community are designed to generate scalable authentic product posts and recommendations for advertisers on social media. It is designed to connect advertisers with individuals who are willing to tell their friends about the advertisers’ products online and offline.

Emerging Growth Company

We are an emerging growth company under the JOBS Act. We shall continue to be deemed an emerging growth company until the earliest of:

(a) the last day of the fiscal year of the issuer during which it had total annual gross revenues of $1.07 billion (as such amount is indexed for inflation every five years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000) or more; (b) the last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective IPO registration statement; (c) the date on which such issuer has, during the previous three-year period, issued more than $1.0 billion in nonconvertible debt; or (d) the date on which such issuer is deemed to be a ‘large accelerated filer’, as defined in section 240.12b-2 of title 17, Code of Federal Regulations, or any successor thereto.’

The Section 107 of the JOBS Act provides that we may elect to utilize the extended transition period for complying with new or revised accounting standards and such election is irrevocable if made. As such, we have made the election to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act.

We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the JOBS Act, that allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

OVERVIEW

WeDatacentrex, ~~were~~Inc. ~~formed~~(“Datacentrex,” inthe ~~October~~“Company,” ~~2020~~“we,” ~~and~~“us,” ~~have~~or ~~not~~“our”) ~~yet~~is ~~established~~a ~~profitable~~digital ~~operations.~~infrastructure and ~~For~~capital ~~the~~deployment ~~year~~company ~~ended~~that ~~December~~owns ~~31,~~and ~~2024,~~operates weScrypt-based ~~incurred~~proof-of-work a(“PoW”) ~~net loss~~compute ~~available~~assets. toOn ~~shareholders~~December ~~of $3~~15,~~999~~ 2025,~~905~~ ~~primarily~~the ~~due~~Company toconsummated ~~software~~the ~~research~~acquisition ~~and~~of ~~development~~Doge ~~expenses~~through ofa ~~$244,909,~~reverse ~~marketing expenses~~recapitalization of(the $1“Transaction”),~~392,661,~~ ~~and~~following ~~general~~which ~~and~~the ~~administrative~~combined ~~expenses~~company ofchanged $2its name to Datacentrex,~~210,775~~ Inc. ~~For~~Doge, the ~~year~~accounting acquirer, ~~ended~~had ~~December~~commenced ~~31,~~digital ~~2023,~~asset wemining ~~incurred~~operations aprior ~~net~~to ~~loss~~the Transaction. The following discussion reflects the operations of ~~$3,384,380,~~Doge ~~primarily~~and ~~due~~its tosuccessors ~~software~~for ~~research~~the ~~and~~full ~~development~~fiscal ~~expenses~~year ofended ~~$513~~December 31,~~088~~ 2025, ~~marketing~~which ~~expenses~~represents ofthe ~~$855,270,~~Company’s ~~professional~~inaugural ~~and~~year of ~~consulting~~mining ~~expenses~~operations. ofThere ~~$727,554,~~was ~~and~~no ~~general~~comparable ~~and~~activity ~~administrative~~in ~~expenses~~the ofprior-year ~~$395,624~~period.

We generate revenue by deploying owned Scrypt application-specific integrated circuit (“ASIC”) hardware to produce PoW hashrate, which we monetize primarily through a hashrate marketplace model with settlement typically denominated in Bitcoin. Our Scrypt compute contributes hashrate to the Litecoin blockchain, and through merged-mining architecture, simultaneously secures and validates additional Scrypt-based networks, including Dogecoin, without incremental energy consumption. The Company’s mining operations produce exposure to multiple digital asset networks from a single deployment of compute and power, with Dogecoin representing the largest share of protocol-native coin production during the period and Bitcoin representing the primary settlement asset received through marketplace monetization channels.

We manage a treasury of digital assets and cash intended to preserve capital, maintain liquidity, and enhance long-term value creation. As of December 31, 2025, the Company held over $4.5 million in digital assets, comprising a mix of Bitcoin accumulated through hashrate marketplace settlement and unsold Dogecoin and Litecoin from pool-based mining. Management expects that future treasury concentration will favor Bitcoin over time, consistent with the Company’s hashrate marketplace monetization model in which settlement is typically received in Bitcoin.

-50-

Fiscal Year 2025 Operational Highlights

Fiscal year 2025 represented the Company’s inaugural year of digital asset mining operations, during which the Company scaled from initial deployment to a fully operational mining platform. Key operational highlights for the year include:

Fleet Scaling and Deployment. The Company began the first quarter of 2025 with an initial deployment of approximately 1,500 Scrypt ASIC miners at a single colocation facility outside of the United States. During the second quarter, the Company evaluated additional colocation partners and deployed approximately 1,000 additional units across two new domestic colocation sites. In the third quarter, in response to changes in the tariff environment and to capture lower operating expenses, the Company relocated the original fleet of approximately 1,500 miners back to the United States and distributed them across two facilities. In the fourth quarter, the Company deployed an additional 520 rigs, bringing the total operating fleet to 3,094 Scrypt ASIC miners as of December 31, 2025, deployed across four geographically diversified colocation facilities, all located in the United States.

Hashrate and Power Capacity. As of December 31, 2025, the Company’s fleet of 3,094 operating Scrypt ASIC miners had an average nameplate capacity of approximately 14 GH/s per unit, representing aggregate deployed hashrate of approximately 43.3 TH/s at full uptime. The fleet’s average nameplate power consumption was approximately 3.95 kW per unit, representing approximately 12.5 MW of total deployed power capacity across the Company’s four colocation facilities.

Revenue and Financial Performance. For the year ended December 31, 2025, the Company generated revenues of approximately $7.0 million from digital asset mining operations, with cost of revenue of approximately $3.6 million and gross profit of approximately $3.4 million. The Company reported a net loss attributable to common stockholders of approximately $8.5 million, driven primarily by depreciation expense of $7.5 million on mining equipment (amortized over a two-year useful life), professional fees, stock-based compensation, and other operating expenses associated with building operational infrastructure during the Company’s first year of operations. The Company generated positive Adjusted EBITDA of approximately $0.6 million for the period.

Corporate Transaction. On December 15, 2025, the Company consummated the Transaction, issuing an aggregate of 13,835,188 shares of Common Stock and 16,239.812 shares of Series D Convertible Preferred Stock (convertible into 16,239,812 shares of Common Stock) to the stockholders of Doge. Following the Transaction, the Company changed its name to Datacentrex, Inc. and its shares continued to trade on the Nasdaq Capital Market under the ticker symbol “DTCX.”

Our results are primarily driven by realized revenue rates per unit of hashrate deployed, power costs and facility-level economics, fleet uptime and operational execution, hardware supply and replacement cycle dynamics, digital asset market conditions, and treasury and capital allocation decisions. For a further discussion of these key operating inputs, see Item 1, “Business — Key Operating Inputs” and the discussion of results of operations below.

-51-

RESULTS OF OPERATIONS

~~FOR THE~~ YEARS ENDED DECEMBER 31, ~~2024 and 2023~~2025

	For the Fiscal Year ended
	31-Dec-24			31-Dec-23			$ Change			%Change
Revenues	$	741		$	2,048		$	(1,307	)		(63.82	)%
Operating Expenses		3,946,663			2,521,078			1,425,585			56.55	%
Loss from Operations		(3,999,905	)		(2,519,030	)		(1,426,892	)		56.64	%
Other Income (Expense)		(53,983	)		(805,150	)		751,167			(93.30	)%
Net Income (Loss) Applicable to Common Stockholders	$	(3,999,905	)	$	(3,324,180	)	$	(675,725	)		20.33	%

The following table sets forth certain selected consolidated statements of operations data for the year ended December 31, 2025.

	For the Year ended December 31, 2025
Revenues	$	6,963,477

Cost of Revenue		3,559,564

Gross Profit		3,403,913

Operating Expenses		11,322,284

Loss from Operations		(7,918,371	)

Total Other Income (Expense)		(584,514	)

Net Loss	$	(8,502,885	)

Revenues

The Company generated revenues of $~~71 and $2~~6,~~048~~963,477 for the years ended December 31, ~~2024~~2025. The Company was incorporated and ~~2023,~~commenced ~~respectively~~operations, specifically aits ~~decrease~~digital ofmining $1operations in fiscal year 2025 and therefore had no activity in 2024. Cryptocurrency mining are impacted significantly by volatility in coin prices,~~307,~~ as well as increases in the Blockchain’s Network Hash Rate resulting from the growth ~~Company~~in ~~focused~~the onoverall ~~expanding~~quantity ~~its~~and ~~footprint~~quality of ~~listed~~rigs ~~businesses~~utilizing the Scrypt mining algorithm working to solve blocks on the blockchain and the difficulty index associated with the secure hashing algorithm employed in ~~fiscal~~solving ~~year~~the ~~2024~~blocks.

Summary of Mining Results

The following table presents additional information about our cryptocurrency mining activities in coins and amounts during the year ended December 31, 2025.

Name	Abbreviation	Coins		Amount (USD)
Bells Coin	BEL		14,421	$	2,554
BTC Nicehash	BTC		0		4,860
Dingocoin	DINGO		31,489,640		1,004
Dogecoin	DOGE		32,647,445		6,092,437
Ethereum	ETH		0		11
Junkcoin	JKC		29,574		837
Lukycoin	LKY		12,446		2,959
Litecoin	LTC		8,999		856,190
Pepe	PEPE		46,470,242		397
Shibacoin	SHIC		124,327,343		2,228
			235,000,110	$	6,963,477

-52-

Cost of Revenue

Cost of revenue for the year ended December 31, 2025 approximately $3.560 million consisted primarily of direct production costs of the mining operations, including utilities and fees paid to one of the Company’s colocation agreement hosts ($3.353 million) and value added tax expense ($206,000), but excluding depreciation and amortization, which are separately stated.

Operating expenses

For the ~~years~~year ended December 31, ~~2024~~2025 ~~and 2023,~~ the Company incurred operating expenses of $311,~~946~~332,~~663 and $2,521,078, respectively, an increase of $1,425,585~~284. ~~The~~Operating ~~increase in operating~~ expenses ~~was~~consisted ~~caused~~mainly ~~by costs~~ of ~~revenues decreasing by $144 from $144 during the~~office ~~year~~expenses ~~ended~~of ~~December 31, 2023 to~~ $~~0 during the year ended December 31~~802, ~~2024~~667, ~~marketing~~contract ~~expenses~~labor ~~increasing~~of $~~540~~155,~~692 from $855~~676,~~270 during~~ ~~the~~professional ~~year~~fees ~~ended~~of ~~December 31, 2023 to~~ $1954,~~395~~679,~~962~~ ~~during~~depreciation ~~the~~expense ~~year~~of ~~ended December 31~~$7, ~~2024~~503,386 ~~general~~ and ~~administrative~~stock ~~expenses~~based compensation ~~increasing~~of $~~257~~1,~~987 from $395~~389,~~624~~989. ~~during~~Office ~~the~~expenses ~~year~~are ~~ended~~primarily ~~December~~attributable ~~31, 2023~~ to ~~$653,611 during~~ the ~~year~~Company ~~ended~~moving ~~December~~colocation ~~31,~~locations ~~2024, depreciation and amortization expenses increasing $68,919 from $29,398~~ during the year ~~ended~~and ~~December~~shipping ~~31, 2023 to $98,317 during the~~mining ~~year~~equipment ~~ended~~between ~~December~~locations. ~~31,~~Contract ~~2024,~~labor anand ~~increase in~~ professional ~~and~~fees ~~consulting~~is ofrelated ~~$826,310~~to ~~from~~operational ~~$727,554~~activity ~~during~~for the ~~year~~company’s ~~ended~~first ~~December~~year ~~31,~~operations ~~2023~~and tothe ~~$1,553,864~~reverse recapitalization consummated during the year. ~~ended~~Depreciation ~~December~~expense ~~31,~~is ~~2024,~~attributable ~~offset~~to in-service ~~part~~mining ~~by a decrease in software research development~~equipment ~~expenses~~which ofis ~~$268,179~~amortized ~~from~~over ~~$513,088~~two-year ~~during~~useful ~~the~~life. ~~year~~Stock ~~ended~~based ~~December~~compensation ~~31,~~is ~~2023~~attributable to ~~$244,909~~expense ~~during~~under the ~~year~~employee’s ~~ended~~equity ~~December 31,~~plan ~~2024~~for eligible employees.

Net Loss from operations

The Company realized a net loss from operations ofbefore ~~$3,945,922~~income ~~and~~taxes of $27,~~519~~918,~~030~~371 for the ~~years~~year ended December 31, ~~2024~~2025 ~~and~~which ~~2023,~~is ~~respectively,~~attributed anto ~~increase~~the ofreasons ~~$1,426,892~~stated ~~for~~above in the ~~reasons~~section ~~stated~~“Operating ~~above~~Expenses.”

Other ~~expenses~~income (expense)

For the ~~years~~year ended December 31, ~~2024 and 2023~~2025, the Company had ($70584,~~444~~514) ~~and $73,498~~ in ~~interest~~other ~~expense~~income ~~primarily related to preferred stock dividends and liquidated damages, respectively~~(expense). ~~For~~This included the ~~years~~net ~~ended~~unrealized ~~December 31, 2024~~ and ~~2023,~~realized loss ~~the~~on ~~Company~~digital ~~had~~assets a(cryptocurrencies) ~~liquidated damages expense~~ of ($~~0 and $731~~443,~~652,~~696) ~~respectively.~~during ~~For~~ the ~~years~~year ended December 31, ~~2024~~2025 ~~and 2023~~$(140,818) ~~the Company had a liquidated damages expense~~ of $0net ~~and $731,652, respectively. For the years ended December 31, 2024 and 2023, the Company had~~ interest ~~income of $16,641 and $0, respectively~~expense.

Net Loss ~~applicable~~Before toIncome ~~common shareholders~~Taxes

The Company realized a net loss ~~applicable~~before toincome ~~shareholders~~taxes of $38,~~999~~502,~~905~~885 ~~, and $3,324,180~~ for the ~~years~~year ended December 31, ~~2024~~2025, and ~~2023, respectively,~~is andue ~~increase~~to ~~of $675,725 for~~ the reasons stated above in the preceding sections.

Liquidity and capital resources

As of December 31, ~~2024 and 2023~~2025, the Company had cash in the amount of $438,~~680~~919,~~840~~486. Of the cash held at December 31, 2025, $36,408,077 relates to Doge (the accounting acquirer) and $~~259~~2,~~212~~511,409 ~~respectively~~relating to Thumzup (the legal acquirer) and Thumzup Inc. which is excluded from the statement of cash flows as discussed in Note 2 of the consolidated financial statement. As of December 31, 2025, the Company had stockholders’ equity of $66,247,252.

AsThe ~~of December 31, 2024 and 2023, the~~ Company ~~had stockholders~~’s ~~equity~~accumulated ofdeficit was $4(8,~~767~~502,~~261~~885) ~~and~~as ~~$349~~of December 31,~~327,~~ ~~respectively~~2025.

The Company’s ~~accumulated~~used ~~deficit~~net ~~was~~cash in operating activities of $96,~~691~~447,~~708~~474 ~~and~~for the year ended December 31, 2025. For the year ended December 31, 2025, cashflows were impacted by depreciation of $57,~~691~~503,~~803~~386, asdigital asset mining revenue of ~~December~~$6,963,477, 31stock based compensation of $1,389,989, net ~~2024~~unrealized and ~~2023~~realized loss on digital assets, ~~respectively~~$443,696, loss on sale of equipment $395, change in prepaid expense of $198,707, change in other assets of $621,660 and change in accrued expenses of $501,789.

~~The~~Net ~~Company~~cash used ~~net~~in ~~cash~~investing inactivities ~~operations~~for ofthe $3year ended December 31,~~485,899~~ ~~and~~2025 was $224,~~326~~866,~~523~~515. ~~for~~During the ~~years~~year ~~ending~~ended December 31, ~~2024~~2025, we invested $25,938,181 in mining equipment, received $29,990 proceeds from sale of equipment, deposited $3,600,100 on mining equipment to be received and ~~2023~~received $4,641,776 ~~respectively~~in proceeds from sale of digital assets.

Net cash used in investing activities for years ending December 31, 2024 and 2023 was $211,950 and $176,499, respectively, primarily utilized for capitalized software development, along with the purchase of computer equipment.-53-

~~Net~~There was cash ~~provided~~generated by financing activities ~~was~~for the year ended December 31, 2025 of $870,~~119~~233,~~477~~475. ~~for~~For the year ended December 31, ~~2024~~2025, this was comprised of $78,~~339~~550,~~477, $210,~~000, ~~and~~in ~~$805,000,~~ proceeds from ~~the~~long ~~sale~~term ofdebt, ~~common~~offset ~~stock~~by ~~(net~~repayments ~~offering~~of ~~costs)~~$8,550,000, ~~issuance~~cash ofacquired ~~related-party~~in ~~notes~~reverse ~~payable~~recapitalization of $42,140,304, ~~and~~proceeds from the ~~sale~~issuance ofClass ~~preferred~~A-1 ~~stock,~~units ~~respectively, offset~~of by $~~210~~17,945,000, inproceeds ~~repayment~~from the issuance of ~~related~~Class A-~~party~~2 ~~notes~~units ~~payable~~net ~~and~~of issuance costs of $2510,~~000~~422,402, inand ~~offering~~the ~~costs~~repurchase ~~for sales~~ of ~~preferred~~treasury stock of $274,321.

~~Net~~Capital cash provided by financing activities was $1,606,891 net of offering costs of $17,601 for the year ended December 31, 2023 comprised of $33,000 from subscription receivable and $1,591,492 from the sale of common stock.Resources

As of December 31, 2025, we had cash and cash equivalents on hand of $38,919,486. We currently have minimal sources of liquidity such as arrangements with credit institutions that will have or are reasonably likely to have a current or future effect on our financial condition or immediate access to capital.

Revenue from Mining Operations

Funding our operations on a go-forward basis will rely significantly on our ability to continue to mine cryptocurrency and the spot or market price of the cryptocurrency we mine and raise additional funds as equity, debt or convertible securities. We expect to generate ongoing revenues from the production of cryptocurrencies, primarily Dogecoin currency rewards, for example, in our mining facilities and our ability to liquidate for currency rewards at future values will be evaluated from time to time to generate cash for operations. Generating Dogecoin and other currency rewards, for example, which exceed our production and overhead costs will determine our ability to report profit margins related to such mining operations, although accounting for our reported profitability is significantly complex. Furthermore, regardless of our ability to generate revenue from the sale of our cryptocurrency assets, we may need to raise additional capital in the form of equity or debt to fund our operations and pursue our business strategy.

The ability to raise funds as equity, debt or conversion of cryptocurrency to maintain our operations is subject to many risks and uncertainties.

Contractual Obligations

The Company utilizes third-party data center facilities to support its digital asset mining operations. Specifically, the Company has entered into colocation and hosting services agreements with independent data center providers for the ongoing provision of rack space, electrical power capacity, network connectivity, and cooling infrastructure required to operate the Company’s mining hardware. For the year ended December 31, 2025, the Company incurred $3,353,355 of colocation and hosting-related service expenses, which are included in cost of revenues in the accompanying consolidated statements of operations.

Non-GAAP Financial Measures

In addition to our results determined in accordance with GAAP, we rely on Adjusted EBITDA to evaluate our business, measure our performance, and make strategic decisions. Adjusted EBITDA is a non-GAAP financial measure. We define Adjusted EBITDA as net income (loss), adjusted for impacts of interest expense, income tax provision or benefit and depreciation and amortization, and non-cash stock-based compensation. You are encouraged to evaluate each of these adjustments and the reasons our Board and management team consider them appropriate for supplemental analysis.

Our board of directors and management team use Adjusted EBITDA to assess our financial performance because it allows them to compare our operating performance on a consistent basis across periods by removing the effects of our capital structure (such as varying levels of interest expense and income), asset base (such as depreciation and amortization), and other items (such as non-recurring transactions mentioned above) that impact the comparability of financial results from period to period.

Net income (loss) is the GAAP measure most directly comparable to Adjusted EBITDA. In evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in such presentation. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. There can be no assurance that we will not modify the presentation of Adjusted EBITDA in the future, and any such modification may be material. Adjusted EBITDA has important limitations as an analytical tool and you should not consider Adjusted EBITDA in isolation or as a substitute for analysis of our results as reported under GAAP. Because Adjusted EBITDA may be defined differently by other companies in our industry, our definition of this non-GAAP financial measure may not be comparable to similarly titled measures of other companies, thereby diminishing its utility.

-54-

Reconciliations of Adjusted EBITDA to the most comparable U.S. GAAP financial metric as of December 31, 2025 is presented in the table below:

Net Loss	$	(8,502,885	)

Depreciation		7,503,386

Stock based compensation		1,389,989

Interest expense, net		140,818

Adjusted EBITDA		531,308

Inflation

The Company’s results of operations have not been affected by inflation and management cannot predict the impact, if any, inflation might have on its operations in the future.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The financial statements and supplementary data required by this item are included after Part IV of this Annual Report on Form 10-K beginning on page F-1.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

We have not had any disagreements with our accountants or auditors that would need to be disclosed pursuant to Item 304 of Regulation S-K promulgated under the Securities Act of 1933.

ITEM 9A. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

AsOur ofmanagement, with the ~~end~~participation of our Chief Executive Officer evaluated the ~~period~~effectiveness ~~covered~~of byDoge’s ~~this~~disclosure ~~Annual~~controls ~~Report~~and procedures on(as ~~Form~~such ~~10-K,~~term weis ~~carried~~defined ~~out~~in anRules ~~evaluation,~~13a-15(e) and 15d-15(e) under the ~~supervision~~Exchange Act and ~~with~~regulations ~~the participation~~promulgated thereunder) as of ~~our~~December ~~management~~31, ~~including~~2025. Based on this evaluation, our ~~principal~~management ~~executive~~concluded ~~officer~~that our disclosure controls and ~~principal~~procedures ~~financial~~were ~~officer,~~effective as of December 31, 2025. Our disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by us in the ~~effectiveness~~reports ofthat we file or submit under the Exchange Act is recorded, processed, summarized, and reported, within ~~design~~the time periods specified in the rules and ~~operation~~forms of ~~our~~the ~~disclosure~~SEC. Disclosure controls and procedures ~~(as~~include, ~~defined~~without limitation, controls, and procedures designed to ensure that information required to be disclosed by a company in the ~~Exchange~~reports ~~Act~~that ~~Rules~~it ~~13a-15(e))~~files (or submits under the “Exchange Act~~”).~~ ~~Based~~is onaccumulated and communicated to the ~~foregoing~~company’s ~~evaluation~~management, ~~our~~including its principal executive ~~officer~~ and principal financial ~~officer concluded that~~ officers, as ~~of December 31~~appropriate, ~~2024,~~to ~~our~~allow ~~disclosure~~for ~~controls~~timely ~~and~~decisions ~~procedures~~regarding ~~were~~required ~~effective~~disclosure.

~~Disclosure~~ Known ~~controls and procedures are designed to ensure that information required to be disclosed in the Company’s reports filed or submitted under the Exchange Act is recorded~~Trends, ~~processed,~~Events ~~summarized~~ and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in its reports filed under the Exchange Act is accumulated and communicated to management, including the Company’s principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.Uncertainties

~~Management~~The Company is subject to risks and uncertainties common to companies in the digital asset mining industry. The following discussion highlights trends, events, and uncertainties that management believes are reasonably likely to have a material effect on the Company’s financial ~~Report~~condition, onresults ~~Internal~~of ~~Control~~operations, ~~Over~~or ~~Financial~~liquidity. ~~Reporting~~For a more detailed discussion, see the section entitled “Risk Factors.”

Our management, including our principal executive officer and principal financial officer, is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) under the Exchange Act). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Our internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.55-

~~Under~~Competition ~~the~~for ~~supervision~~Power and ~~with~~Infrastructure ~~the~~from ~~participation~~AI ofand ~~our~~HPC ~~management,~~Demand. ~~including~~The ~~our~~rapid ~~principal~~growth ~~executive~~in ~~officer~~demand ~~and~~for ~~principal~~data ~~financial~~center ~~officer,~~capacity driven by artificial intelligence we(“AI”) ~~conducted~~and anhigh-performance ~~evaluation~~computing of(“HPC”) ~~the~~workloads ~~effectiveness~~has ofintensified ~~our~~competition ~~internal~~for ~~control~~power ~~over~~infrastructure across ~~financial~~the ~~reporting~~United asStates. ofLarge-scale ~~December~~AI 31training and inference operations require reliable, ~~2024~~high-density power at scale, ~~based~~and onoperators of these workloads have demonstrated willingness to pay power rates that exceed the economics available to digital asset miners under ~~Internal~~current ~~Control-Integrated~~market ~~Framework~~conditions. ~~(2013)~~This ~~issued~~trend byis ~~the~~driving ~~Committee~~an industry-wide reassessment of ~~Sponsoring~~the ~~Organizations~~highest and best use of the ~~Treadway~~electron, ~~Commission~~as ~~(COSO) (2013~~power ~~Framework).~~assets ~~Based~~that onwere ~~this~~historically ~~evaluation~~allocated to PoW mining are increasingly being evaluated for, ~~our~~or ~~principal~~converted ~~executive~~to, ~~officer~~AI and ~~principal~~HPC ~~financial~~applications. We ~~officer~~expect ~~have~~this ~~concluded~~dynamic ~~that~~to ~~our~~continue ~~internal~~and potentially accelerate. As a colocation-based operator, the Company is exposed to rising competition ~~control~~for ~~over~~hosting ~~financial~~capacity ~~reporting~~and aspower allocation, which could result in increased colocation costs, reduced availability of ~~December~~hosting 31at favorable rates, ~~2024~~or ~~was~~pressure ~~effective~~to relocate operations to lower-cost jurisdictions.

Tariff Uncertainty and ASIC Hardware Supply. The Company’s Scrypt ASIC mining hardware is manufactured primarily in China. During fiscal year 2025, evolving U.S. trade policy, including the imposition and adjustment of tariffs on Chinese-manufactured goods, materially impacted the Company’s deployment strategy. In the first quarter of 2025, the Company initially deployed its fleet at a colocation facility outside of the United States in part to mitigate tariff-related cost exposure. In the third quarter, following changes to the tariff environment, the Company relocated those miners to domestic facilities. The continued uncertainty surrounding U.S. tariff policy on ASIC mining hardware has disrupted supply chains across the industry, with many operators reducing or ceasing imports of rigs into the United States due to the adverse impact on equipment economics. Prolonged tariff uncertainty could constrain the Company’s ability to procure replacement or next-generation hardware on commercially favorable terms, increase capital expenditure requirements, and limit the Company’s ability to deploy rigs in jurisdictions with lower operating costs outside the United States.

Digital Asset Market Volatility and Network Difficulty. The Company’s revenues and the carrying value of its digital asset treasury are directly affected by the market prices of the digital assets it mines and holds, including Bitcoin, Dogecoin, and Litecoin. Digital asset prices have historically exhibited significant volatility and may be influenced by factors beyond the Company’s control, including macroeconomic conditions, investor sentiment, regulatory developments, technological changes, and the liquidity of digital asset markets. In addition, PoW mining economics are influenced by network difficulty, which adjusts dynamically based on total hashrate deployed across each respective blockchain. Increases in total network hashrate, whether driven by new entrants, fleet upgrades by existing miners, or changes in mining economics, increase mining difficulty and reduce expected rewards per unit of hashrate. During fiscal year 2025, the global Scrypt network hashrate experienced fluctuations that affected the Company’s per-unit mining economics. The Litecoin network is expected to undergo its next block reward halving event in August 2027, which would reduce the Litecoin block subsidy by 50% and may materially affect the mining economics of Scrypt-based operations.

Evolving Regulatory Environment. The regulatory environment for digital assets in the United States and globally continues to evolve. Legislative and regulatory actions at the federal and state level, including potential changes to the classification, taxation, or permissibility of digital asset mining, staking, or custody activities, could materially affect the Company’s operations and the broader market for digital assets. Changes in energy policy, environmental regulation, or reporting requirements applicable to data centers and PoW mining operations could also increase compliance costs or constrain operational flexibility. The Company monitors regulatory developments and engages with industry groups, but cannot predict the timing, scope, or impact of future regulatory actions.

Geopolitical and Macroeconomic Conditions. Ongoing geopolitical conflicts, including the conflicts between Russia and Ukraine and between Israel and Hamas, and broader macroeconomic uncertainty, including the effects of inflation, interest rate policy, and global trade tensions, may adversely affect digital asset markets, the cost and availability of capital, and the Company’s operating environment. Changes to U.S. policy implemented by the U.S. Congress or the executive branch, including policies affecting tariffs, international trade, taxation, and the regulatory environment, have impacted and may continue to impact the Company’s business and the broader economy in ways that are difficult to predict.

Off-Balance Sheet Arrangements

During the years presented, we did not have any off-balance sheet arrangements.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements. These financial statements are prepared in accordance with U.S. GAAP, which requires the Company to make estimates and assumptions that affect the reported amounts of our assets, liabilities, revenues, and expenses, to disclose contingent assets and liabilities on the dates of the consolidated financial statements, and to disclose the reported amounts of revenues and expenses incurred during the financial reporting periods. The most significant estimates and assumptions include, but are not limited to, the accounting for digital assets, revenue recognition, useful lives of equipment and the evaluation allowance related to deferred tax assets. We continue to evaluate these estimates and assumptions that we believe to be reasonable under the circumstances. We rely on these evaluations as the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from those estimates as a result of changes in our estimates. Some of our accounting policies require higher degrees of judgment than others in their application. We believe critical accounting policies as disclosed in this release reflect the more significant judgments and estimates used in preparation of our consolidated financial statements. For a summary of significant accounting policies, refer to Note 3. Summary of Significant Accounting Policies in our Notes to consolidated financial statements included elsewhere herein.

-56-

Other than as discussed above and elsewhere in this Annual Report on Form 10-K, we are not currently aware of any trends, events, or uncertainties that are reasonably likely to have a material effect on our financial condition. For a further discussion of factors that may affect future operating results, see the section entitled “Risk Factors.”

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

The Company is not required to provide the information required by this Item as it is a smaller reporting company.

item 8. financial statements and supplementary data

The information for this Item 8 is included following the “Index to Financial Statements” on page F-1 of this Annual Report.

item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

item 9a. controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Our management, including our Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2025. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2025, our disclosure controls and procedures were effective.

Management’s Annual Report on Internal Control over Financial Reporting

Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025, based on the framework established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the assessment, management has determined that our internal control over financial reporting as of December 31, 2025 was effective.

-57-

Changes in Internal Control Over Financial Reporting

~~During~~Other ~~the~~than ~~fourth~~as ~~fiscal~~described ~~quarter~~above, ~~ended~~there ~~December~~have ~~31,~~been ~~2024,~~no wechanges ~~hired~~in ~~both~~our ainternal ~~Chief~~control ~~Financial~~over ~~Officer~~financial ~~and~~reporting ~~full-time,~~that ~~qualified~~occurred ~~controller~~during ~~to expand~~ our ~~accounting~~last ~~staff~~fiscal quarter ~~and~~ended ~~provide~~December ~~multiple~~31, ~~levels~~2025 ofthat ~~review~~have onmaterially ~~financial transactions. Further~~affected, weor ~~implemented~~are ~~written~~reasonably ~~accounting~~likely ~~policies on~~to ~~all~~materially ~~material~~affect, ~~aspects~~our ofinternal ~~our~~control over financial ~~systems and implemented effective controls on these accounts~~reporting.

40Inherent Limitations of Internal Controls

~~Inherent~~Our ~~Limitations~~management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the ~~Effectiveness~~control system are met. Because of ~~Controls~~the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

~~Management~~Item ~~does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and fraud~~9b. AOther control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.information

Attestation Report of Registered Public Accounting Firm

This Annual Report does not contain an attestation report of our independent registered public accounting firm related to internal control over financial reporting because the rules for smaller reporting companies with less than $100 million of revenue provide an exemption from the attestation requirement.

ITEM 9B. OTHER INFORMATION.

None.

~~PART~~Item ~~III~~9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

~~ITEM~~Not 10applicable. ~~DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.~~

~~Information required by this item is incorporated by reference to our proxy statement for our 2025 Annual Meeting of Stockholders.~~-58-

~~ITEM~~part ~~11. EXECUTIVE COMPENSATION.~~iii

~~Information~~Item ~~required~~10. byDirectors, ~~this~~Executive ~~item~~Officers isand ~~incorporated~~corporate ~~by reference to our proxy statement for our 2025 Annual Meeting of Stockholders.~~governance

~~ITEM~~Below ~~12.~~are ~~SECURITY~~the ~~OWNERSHIP~~names OFof ~~CERTAIN~~and ~~BENEFICIAL~~certain ~~OWNERS~~information ~~AND~~regarding ~~MANAGEMENT~~the ~~AND~~Company’s ~~RELATED~~current ~~STOCKHOLDER~~executive ~~MATTERS.~~officers and directors:

Information required by this item is incorporated by reference to our proxy statement for our 2025 Annual Meeting of Stockholders.

Name	Age	Position
Parker Scott	30	Chief Executive Officer and Chairman
Robert Steele	59	Chief Financial Officer and Director
Christopher Ensey	46	Director
Allan Evans	42	Director
Christopher R. Moe	70	Director

~~ITEM~~Parker ~~13.~~Scott, ~~CERTAIN~~Chief ~~RELATIONSHIPS~~Executive ~~AND~~Officer ~~RELATED~~and ~~TRANSACTIONS.~~Chairman

~~Information~~Mr. ~~required~~Scott byis ~~this~~a ~~item~~finance isand ~~incorporated~~business bydevelopment ~~reference~~executive with over a decade of experience in capital markets, digital asset mining, biotechnology, and advanced energy industries. From January 2025 until its Acquisition at the Effective Time, he served as Chief Executive Officer of Doge, leading the company’s strategy to ~~our~~become ~~proxy~~one ~~statement~~of the most competitive and profitable Scrypt-based miners in North America. Prior to joining Doge, Mr. Scott served as Chief Financial Officer of PolarityBio, where he was responsible for ~~our~~financial ~~2025~~strategy, ~~Annual~~capital formation, ~~Meeting~~and investor engagement in connection with the company’s regenerative medicine platform. He previously held the position of ~~Stockholders~~Vice President of Business Development at ASP Isotopes, Inc. (NASDAQ: ASPI), a nuclear energy and Advanced Isotope commercialization company, where he focused on strategic partnerships, fundraising, and market development. In addition to his operating roles, Mr. Scott has provided extensive advisory and consulting services to companies in the digital asset mining industry, assisting with large-scale infrastructure development, fundraising, and investor relations. He has worked closely with both private and public companies in the sector, bringing a unique combination of capital markets experience and operational expertise to the rapidly evolving digital asset ecosystem. Mr. Scott began his career in global equity research at Goldman Sachs and later at a special situations hedge fund, where he specialized in market analysis, capital allocation, and portfolio strategy. Since 2018, he has founded, advised, and managed companies in the cryptocurrency, biotechnology and energy industries, with a focus on financial structuring, business development, and shareholder value creation. Mr. Scott is qualified to serve as a director of the Company because of his experience as Chief Executive Officer of Doge.

~~ITEM~~Robert ~~14.~~Steele, ~~PRINCIPAL~~Chief ~~ACCOUNTANT~~Financial ~~FEES~~Officer ~~AND~~and ~~SERVICES.~~Director

~~Information~~Mr. ~~required~~Steele served as Chief Executive Officer of the Company from October 2020 until the Effective Time and has served as a director of the Company since October 2020. Since October 2019, Mr. Steele has operated a consulting business that has provided investor relations, financial, sales and marketing consulting services to various clients. Mr. Steele was the Director of Client Positioning at IRTH Communications, LLC from January 2017 to September 2019. From May 2016 through December 2016, Mr. Steele was an independent consultant rendering sales, marketing and investor relations services. From January 2010 to May 2016, Mr. Steele was the President of Rightscorp, Inc. “Rightscorp”). While at Rightscorp, Mr. Steele designed and deployed patented intellectual property software as a service (SaaS) tools that were used by ~~this~~major ~~item~~brands islike ~~incorporated~~Warner Bros. to protect their intellectual property. As President of Rightscorp, Mr. Steele led the design of the software used by ~~reference~~clients like Sony/ATV and BMG. BMG successfully used Mr. Steele’s technology to ~~our~~win ~~proxy~~a ~~statement~~landmark $25 million judgment against Cox Communications for ~~our~~copyright ~~2025~~infringement. ~~Annual~~Mr. ~~Meeting~~Steele holds a BS in Electronic and Computer Engineering from George Mason University. We believe Mr. Steele is qualified to serve as a member of ~~Stockholders~~our board of directors due to his extensive experience as an executive at publicly traded companies and his demonstrated expertise in technology.

41-59-

~~PART~~Christopher IVEnsey, Director

~~ITEM~~Mr. 15Ensey has served on the Company’s board of directors since October 2025. ~~EXHIBITS~~From 2019 to 2024, ~~FINANCIAL~~Mr. ~~STATEMENT~~Ensey ~~SCHEDULES~~served as a senior technology and cybersecurity executive across multiple leading organizations. Since 2023, Mr. Ensey has served as Chief Executive Officer of Alignment Engine, where he leads initiatives in AI/HPC datacenter design and GPU interconnect hardware, guiding company strategy, fundraising, and market positioning. Prior to this, as Founding Partner and Chief Technology Officer of Gulp Data from 2021 to 2023, Mr. Ensey developed and scaled an AI-driven data valuation platform, establishing robust enterprise partnerships and overseeing engineering. Mr. Ensey also served as Chief Technical Advisor to Gryphon Digital Mining (now American Bitcoin Mining Corp.) (NASDAQ: ABTC) from June 2021 to January 2024. From 2020 to 2021, he served as Chief Technology Officer at eMed, launching an FDA-authorized digital health platform that rapidly scaled to serve millions of users and resulted in six issued patents. As Chief Technology Officer of BlueVoyant between 2019 and 2020, Mr. Ensey managed global cybersecurity operations, directed a $45 million budget, and successfully reduced annual cloud expenditures. Mr. Ensey also served as Chief Operating Officer of Riot Blockchain, Inc. (now Riot Platforms, Inc.) (NASDAQ: RIOT) from January 2018 to September 2018, and as Interim Chief Executive Officer from September 2018 to February 2019. Mr. Ensey’s educational background includes degrees and certifications relevant to technology leadership and cybersecurity. Mr. Ensey is qualified to serve on the board of directors based on his extensive leadership and expertise in technology and cybersecurity.

~~(a)~~Allan ~~Documents~~Evans, ~~filed as part of this Annual Report:~~Director

Dr. Evans has served on the Company’s board of directors since December 2025. Dr. Allan Evans has served as Chief Executive Officer and director of Unusual Machines, Inc. (1NYSE: UMAC) since December 2023. Prior to becoming Chief Executive Officer of Unusual Machines, ~~Financial~~Inc., ~~Statements~~Dr. Evans was the Chief Operating Officer of Red Cat Holdings, Inc. (NASDAQ: RCAT) from January 2021 to November 2023 and was the Chief Executive Officer of Fat Shark Holdings, Ltd. Dr. Evans is a serial entrepreneur with a history of founding and leading technological innovation. He has extensive experience in overseeing different emerging technologies. From August 2017 to October 2020, Dr. Evans served as a board member for Ballast Technologies, a company that specialized in technology for location-based entertainment. In November 2012, he co-founded Avegant, a technology company focused on developing next generation display technology to enable previously impossible augmented reality experiences. He led design, development, and initial production of the Glyph head mounted display and oversaw technology research and patent strategy while serving as Chief Technology Officer of Avegant until 2016. Dr. Evans has 47 pending or issued patents that cover a range of technologies from implantable medical devices to mixed reality headsets. Academically, his work has an h-index of 15, an i-index of 28, and has been cited in more than 1,000 publications. He has extensive experience with new technologies, engineering, business development, and corporate strategy, and his expertise in these areas strengthens the Company’s collective knowledge and capabilities. Dr. Evans is qualified to serve on our board of directors due to his management and public company experience and his experience in the technology industry.

~~The~~Christopher ~~following~~R. ~~documents~~Moe, ~~are included on pages F-1 through F-6 attached hereto and are filed as part of this Annual Report on Form 10-K.~~Director

Report of Independent Registered Public Accounting Firm (PCAOB ID: 457)	F-1
Balance Sheets as of December 31, 2024 and 2023	F-2
Statements of Operations for the Years Ended December 31, 2024 and 2023	F-3
Statements of Stockholders’ Deficit for the Years Ended December 31, 2024 and 2023	F-4
Statements of Cash Flows for the Years Ended December 31, 2024 and 2023	F-5
Notes to Financial Statements	F-6

Mr. Moe has served on the Company’s board of directors since December 2025. Mr. Moe is the Chief Financial Officer of Beeline Holdings, Inc. (NASDAQ: BLNE), a digital home loan lending and title platform designed to streamline the financing process. Previously, he was the Chief Financial Officer and director of Yates Electrospace Corporation, a heavy payload autonomous cargo delivery UAS producer. Earlier, he was the Chairman, Chief Executive Officer, and co-founder of ProBrass Inc., a rifle brass cartridge case manufacturing company that Vairog US acquired. He was also previously the Chief Financial Officer of Vectrix Holdings Limited, a subsidiary of GP Industries Ltd (G20:SGX), an international developer and manufacturer of electric motorcycles, and the Chief Financial Officer and director of Mission Motor Company, a company focused on advanced EV and hybrid powertrains for automobile and power sports applications. He has served as the Chief Financial Officer and Director of Vectrix Corporation (LSE: VRX), Managing Director of GH Ventures, Managing Director of Kirkland-Ft. Worth Investment Partners, Chief Executive Officer of St. Louis Ship Industries, Vice President of Wasserstein, Perella & Co.’s merchant banking fund, and Vice President/Area Head with Citicorp’s Leveraged Capital Group. He serves as an independent director and chair of the Audit Committee of Red Cat Holdings, Inc. (NASDAQ: RCAT). He serves on the Advisory Board of Innovate Newport and is Trustee Emeritus of The Pennfield School. He is the former Vice Chairman and Treasurer of the Choir School of Newport County and former Treasurer of the Zabriskie Memorial Church of Saint John the Evangelist. He served as a Captain of United States Marines and deployed with the 31^st Marine Expeditionary Unit twice to the Western Pacific and Indian Ocean. He holds a BA degree in English from Brown University and an MBA from the Harvard Business School. Mr. Moe is qualified to serve on our board of directors given his extensive experience as a board member and executive across public and private companies.

~~(2) Financial Statement Schedules.~~-60-

NoCommittees ~~financial~~of ~~statement schedules have been submitted because they are not required or are not applicable or because~~ the ~~information~~Board ~~required is~~of ~~included in the financial statements or the notes thereto.~~Directors

~~(3)~~Our ~~Exhibits~~board of directors directs the management of our business and affairs, as provided by Nevada law, and conducts its business through meetings of the board of directors and its standing committees. We have a standing Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. In addition, from time to time, special committees may be established under the direction of the board of directors when necessary to address specific issues.

			Incorporated by Reference
No.	Description	Form	File No.	Exhibit	Filing Date
3.1	Articles of Incorporation	S-1/A	333-255624	3.1	June 23, 2021
3.2	Certificate of Amendment to the Articles of Incorporation filed November 4, 2022	1-A/A	024-12067	3.2	December 9, 2022
3.3	Amended and Restated Bylaws	S-1	333-27982	3.3	June 20, 2024
3.4	Form of Amended and Restated Certificate of Designation of Rights, Powers, Preferences, Privileges and Restrictions of Series A Preferred Convertible Voting Stock	8-K	333-255624	3.1	September 27, 2022
3.5	Form of Amended and Restated Certificate of Designation of Rights, Powers, Preferences, Privileges and Restrictions of Series B Preferred Convertible Voting Stock	10-K	333-255624	3.5	March 20, 2024
4.1	Form of Common Stock Certificate	S-1/A	333-196735	4.1	June 23, 2021
4.2	Description of Registrant’s Securities	8-A	001-42388		October 28, 2024
10.1	Form of Securities Purchase Agreement	8-K	333-255624	10.1	September 27, 2022
10.2	Form of Escrow Agreement	1-A/A	024-12067	10.5	December 9, 2022
10.3	Form of Subscription Agreement	1-A/A	024-12067	4.1	December 9, 2022
10.4	Form of Securities Purchase Agreement	10-Q	333-255624	10.1	May 14, 2024
10.5	Form of Underwriting Agreement with Dawson James Securities, Inc.	S-1/A	333-279828	1.1	July 11, 2024
10.6	Form of Representative Warrant issued to Dawson James Securities, Inc.	S-1/A	333-279828	4.1	July 26, 2024
10.7+	Employment Agreement by and between the Company and Robert Steele dated October 18, 2022	1-A/A	024-12067	10.6	December 9, 2022
10.8+	First Amendment to Employment Agreement by and between the Company and Robert Steele dated June 1, 2023	10-K	024-12067	10.8	March 19, 2024
10.9+	Executive Employment Agreement by and between the Company and Robert Steele dated May 13, 2024	S-1	333-279828	10.10	May 30, 2024
10.10+	Executive Employment Agreement by and between the Company and Isaac Dietrich, dated May 21, 2024	S-1	333-279828	10.11	May 30, 2024
10.11	Form of Promissory Note by and between the Company and Westside Strategic Partners, LLC dated December 4, 2023	10-K	024-12067	10.9	March 19, 2024
10.12	Form of Promissory Note by and between the Company and Westside Strategic Partners, LLC dated August 26, 2024	S-1/A	333-279828	10.14	August 26, 2024

Our board of directors has determined that all of the members of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee are independent as defined under the applicable rules of Nasdaq, including, in the case of all of the members of our audit committee, the independence requirements contemplated by Rule 10A-3 under the Exchange Act. In making such determination, the board of directors considered the relationships that each director has with our Company and all other facts and circumstances that the board of directors deemed relevant in determining director independence, including the beneficial ownership of our capital stock by each director.

42Audit Committee

10.13	Form of Promissory Note by and between the Company and Westside Strategic Partners, LLC dated September 24, 2024	S-1/A	333-279828	10.15	October 9, 2024
10.14*	Form of Promissory Note by and between the Company and Westside Strategic Partners, LLC dated October 21, 2024
10.15*	Form of Promissory Note by and between the Company and Westside Strategic Partners, LLC dated October 28, 2024
10.16+ 10.17+	2024 Equity Incentive Plan Amendment No. 1 to 2024 Equity Incentive Plan	S-1/A S-1/A	333-279828 333-279828	10.13 10.14	July 11, 2024 August 26, 2024
10.18	Code of Conduct And Ethics	S-1/A	333-27982	14.1	May 30, 2024
10.19	Compensation Recovery Policy	S-1/A	333-27982	99.4	May 30, 2024
31.1*	Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Certification of the Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*	Certification of the Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	Inline XBRL Instance Document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

The Audit Committee is composed of Christopher R. Moe, Allan Evans, and Christopher Ensey, with Mr. Moe serving as Chair. Each member of the Audit Committee is an independent director as defined by the rules of Nasdaq and Rule 10A-3 under the Exchange Act. Each member of our Audit Committee meets the financial literacy requirements of the Nasdaq rules. In addition, our board of directors has determined that Mr. Moe qualifies as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K.

*The Audit ~~filed~~Committee ~~herewith~~has the sole authority and responsibility to select, evaluate and engage independent auditors for the Company. +The ~~Denotes~~Audit Committee areviews with the auditors and with the Company’s financial management ~~contract~~all ormatters ~~compensatory~~relating ~~plan~~to the annual audit of the Company. The Audit Committee monitors the integrity of our financial statements, monitors the independent registered public accounting firm’s qualifications and independence, monitors the performance of our internal audit function and the auditors, and monitors our compliance with legal and regulatory requirements. The Audit Committee also meets with our auditors to review the results of their audit and review of our annual and interim financial statements.

~~ITEM~~The ~~16.~~Audit ~~FORM~~Committee ~~10-K~~meets ~~Summary~~at least on a quarterly basis to discuss with management the annual audited financial statements and quarterly financial statements and meets from time to time to discuss general corporate matters.

Our board of directors adopted a written charter for the Audit Committee which is available on our website at https://ir.datacentrex.com/governance.

Compensation Committee

The Compensation Committee is composed of Christopher R. Moe, Allan Evans, and Christopher Ensey, each of whom meets the independence requirements of all applicable laws, rules and regulations as defined by the rules of the Commission and Nasdaq, as determined by the board of directors, with Mr. Evans serving as Chair. Among other things, the Compensation Committee reviews, recommends and approves salaries and other compensation of the Company’s executive officers, and administers the Company’s equity incentive plans (including reviewing, recommending and approving stock option and other equity incentive grants to executive officers) as well as the Company’s clawback policy.

The Compensation Committee meets in executive session to determine the compensation of the Chief Executive Officer of the Company. In determining the amount, form, and terms of such compensation, the Committee considers the annual performance evaluation of the Chief Executive Officer conducted by the board of directors in light of Company goals and objectives relevant to Chief Executive Officer compensation, competitive market data pertaining to Chief Executive Officer compensation at comparable companies, and such other factors as it deems relevant, and is guided by, and seeks to promote, the best interests of the Company and its shareholders.

-61-

In addition, subject to existing agreements, the Compensation Committee determines the salaries, bonuses, and other matters relating to compensation of the executive officers of the Company using similar parameters. It sets performance targets for determining periodic bonuses payable to executive officers. It also reviews and makes recommendations to the board of directors regarding executive and employee compensation and benefit plans and programs generally, including employee bonus and retirement plans and programs (except to the extent specifically delegated to a committee of the board of directors with authority to administer a particular plan). In addition, the Compensation Committee approves the compensation of non-employee directors and reports it to the full board of directors.

The Compensation Committee also reviews and makes recommendations with respect to shareholder proposals related to compensation matters.

The Compensation Committee may, in its sole discretion and at the Company’s cost, retain or obtain the advice of a compensation consultant, legal counsel or other adviser. The Compensation Committee is directly responsible for the appointment, compensation and oversight of the work of any compensation consultant, legal counsel and other adviser retained by the committee.

Our board of directors of directors adopted a written charter for the Compensation Committee which is available on our website at https://ir.datacentrex.com/governance.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee consists of Christopher R. Moe, Allan Evans, and Christopher Ensey, each of whom meets the independence requirements of all applicable laws, rules and regulations as defined by the rules of the Commission and Nasdaq, as determined by the board of directors, with Mr. Ensey serving as Chair.

The Nominating and Corporate Governance Committee identifies individuals qualified to become members of the board of directors, consistent with criteria approved by the board of directors; recommends to the board of directors the director nominees for the next annual meeting of shareholders or special meeting of shareholders at which directors are to be elected; recommends to the board of directors candidates to fill any vacancies on the board of directors; develops, recommends to the board of directors, and reviews the corporate governance guidelines applicable to the Company; and oversees the evaluation of the board of directors and management.

In recommending director nominees for the next annual meeting of shareholders, the Nominating and Corporate Governance Committee ensures the Company complies with its contractual obligations, if any, governing the nomination of directors. It considers and recruits candidates to fill positions on the board of directors, including as a result of the removal, resignation or retirement of any director, an increase in the size of the board of directors or otherwise. The Nominating and Corporate Governance conducts, subject to applicable law, any and all inquiries into the background and qualifications of any candidate for the board of directors and such candidate’s compliance with the independence and other qualification requirements established by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee also recommends candidates to fill positions on committees of the board of directors.

In selecting and recommending candidates for election to the board of directors or appointment to any committee of the board of directors, the Nominating and Corporate Governance Committee does not believe that it is appropriate to select nominees through mechanical application of specified criteria. Rather, the Nominating and Corporate Governance shall consider such factors at it deems appropriate, including, without limitation, the following: personal and professional integrity, ethics and values; experience in corporate management, such as serving as an officer or former officer of a publicly-held company; experience in the Company’s industry; diversity of expertise and experience in substantive matters pertaining to the Company’s business relative to other directors of the Company; practical and mature business judgment; and composition of the board of directors (including its size and structure). The Nominating and Corporate Governance Committee develops and recommends to the board of directors a policy regarding the consideration of director candidates recommended by the Company’s shareholders and procedures for submission by shareholders of director nominee recommendations.

-62-

Furthermore, the Nominating and Corporate Governance Committee oversees the evaluation of the board of directors and management. It also develops and recommends to the board of directors a set of corporate governance guidelines applicable to the Company, which the Nominating and Corporate Governance Committee periodically reviews and revises as appropriate. In discharging its oversight role, the Nominating and Corporate Governance Committee is empowered to investigate any matter brought to its attention.

Our board of directors adopted a written charter for the Nominating and Corporate Governance Committee which is available on our website at https://ir.datacentrex.com/governance.

Family Relationships

None of our directors or officers have any known family relationships with other directors or officers of the Company.

Involvement in Legal Proceedings

We are not aware of any of our directors or officers being involved in any legal proceedings in the past ten years relating to any matters in bankruptcy, insolvency, criminal proceedings (other than traffic and other minor offenses) or being subject to any of the items set forth under Item 401(f) of Regulation S-K.

Code of Ethics

The board of directors has adopted a Code of Business Conduct and Ethics (the “Code of Ethics”) that applies to all of the Company’s employees, including the Company’s Chief Executive Officer and Chief Financial Officer. Although not required, the Code of Ethics also applies to the Company’s directors. The Code of Ethics provides written standards that we believe are reasonably designed to deter wrongdoing and promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships, full, fair, accurate, timely and understandable disclosure and compliance with laws, rules and regulations and the prompt reporting of illegal or unethical behavior, and accountability for adherence to the Code of Ethics. A copy of the code is posted on our website at www.datacentrex.com. Disclosure regarding any amendments to, or waivers from, provisions of the code of conduct and ethics that apply to our directors, principal executive and financial officers is posted on our website at www.datacentrex.com.

Insider Trading Policy

We have adopted an Insider Trading Policy that governs the purchase, sale, and/or other disposition of our securities and is applicable to our directors, officers, employees, and other covered persons. We believe our Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules, and regulations, and listing standards applicable to the Company. A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires directors, officers and greater than 10 percent beneficial owners of our common shares to file reports concerning their ownership of, and transactions in, such common shares.

Based solely on our review of these reports filed by the Company’s officers, directors and shareholders, and written representations from our executive officers and directors that they filed such reports, we believe that our officers, directors, and shareholders complied with all filing requirements under Section 16(a) of the Exchange Act on a timely basis during fiscal year ended December 31, 2025, except for a Form 4 filed by Parker Scott reporting one transaction.

-63-

item 11. Executive Compensation

This section discusses the material components of the executive compensation program for our directors and our Named Executive Officers who are named in the “2025 and 2024 Summary Compensation Table” below. In 2025, our directors and “Named Executive Officers” and their positions were as follows for the dates specified:

●	Robert Steele, former Chief Executive Officer (resigned December 15, 2025); appointed as Chief Financial Officer December 15, 2025

●	Isaac Dietrich, former Chief Financial Officer (resigned December 15, 2025); and

●	Parker Scott, Chief Executive Officer (appointed December 15, 2025).

This discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. Actual compensation programs that we adopt may differ materially from the currently planned programs summarized in this discussion.

Summary Compensation Table

The following table sets forth information concerning the compensation of our named executive officers and directors for the years ended December 31, 2025 and 2024.

Name and Principal Position	Year	Salary ($)		Bonus ($) (4)		Stock awards ($) (1)			Option awards ($) (1)			Nonequity incentive plan compensation ($)		Nonqualified deferred compensation earnings ($)		All other compensation ($) (1)			Total ($)
Parker Scott	2025		8,654				4,225,000	(8)					-		-		-			4,233,654
CEO	2024		-		-		-			-			-		-		-			-

Robert Steele	2025		185,396		-		-			-			-		-		-			185,396
CFO, former CEO	2024		83,578		50,000		-			2,469,658	(5)		-		-		1,320	(3)		2,604,556

Filing Compare · Datacentrex, Inc.