What changed in this filing

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Item 1. Business

2025-03-20 compared with 2024-03-21 · 357 added, 345 removed, 127 unchanged (85% of the section changed)

(“BTCS” or the “Company”) is a Nasdaq listed company operating in the blockchain technology sector since

2014 and is one of the only U.S.

publicly traded companies with a primary focus on proof-of-stake blockchain infrastructure.

focus is on driving scalable growth through a diverse range of business streams leveraging and built on top of our core and proven blockchain

infrastructure operations.

BTCS secures and operates validator nodes on cutting-edge blockchain networks that power Web 3, earning native

token rewards by staking our proof-of-stake crypto assets (also referred to “cryptocurrencies”, “crypto”, “crypto

assets”, “digital assets”, or “tokens”), with an emphasis on Ethereum.

Our innovative “StakeSeeker”

platform empowers crypto holders with an analytics-focused cryptocurrency dashboard.

We also offer a non-custodial Staking-as-a-Service

solution, enabling users to earn staking rewards, while we earn a percentage of token holders’ rewards, creating the potential

for scalable revenue with limited additional costs.

We recently introduced “Builder+”, an Ethereum block builder.

leverages advanced algorithms to maximize profit through optimized block construction and creates opportunities for new scalable revenue

(“BTCS” or the “Company”) is a Nasdaq-listed blockchain technology company focused on advancing blockchain

infrastructure.

blockchain infrastructure entails operating validator nodes (or “nodes”) on various proof-of-stake (“PoS”) and

delegated proof-of-stake (“dPoS”)-based blockchain networks.

In connection with the validation of transactions occurring

on those blockchain networks, BTCS stakes (or “delegates”) blockchain-based crypto assets native to those blockchains networks

(“native crypto assets”) to earn staking rewards.

We also specialize in operating validator nodes on various PoS and dPoS-based

blockchain networks, including Ethereum, Cosmos, Kava, Tezos, Avalanche, Kusama, Mina, Akash, Evmos, Oasis, and NEAR Protocol.

utilizes cloud infrastructure to operate and run its validator nodes and does not operate a data center or own physical assets such as

In addition to staking our crypto assets to our nodes, we also stake certain crypto assets to nodes operated by third-parties.

blockchain infrastructure is akin to Bitcoin’s proof-of-work (“PoW”) mining consensus mechanism but differs in a few

PoW is a consensus mechanism that requires nodes to dedicate computational resources to validate transactions on a blockchain.

In PoW, miners use energy-consuming computers to do “work,” and they are rewarded with crypto assets for validating transactions

on the blockchain.

The reward is comprised of transaction fees and crypto assets.

Conversely, PoS is a consensus mechanism that requires

validator nodes to dedicate financial resources in the form of crypto assets, which are staked to participate in the consensus algorithm.

Validators, the equivalent of miners in PoW networks, operate nodes and validate transactions on the blockchain.

Validators are rewarded

in crypto assets for aligning behavior with the rules of the algorithm.

Since 2014, BTCS has established itself as one of the only publicly traded U.S.

companies with a primary emphasis on

proof-of-stake (“PoS”) and delegated proof-of-stake (“dPoS”) blockchain networks.

The Company’s goal is

to drive scalable revenue by leveraging its robust blockchain infrastructure to develop innovative business lines that complement and

enhance its core operations.

primary activities include Ethereum block-building (“Builder+”) and validator node operations (“NodeOps”) across

PoS and dPoS networks.

The Company generates native token rewards by staking the Company’s crypto assets (also referred to “cryptocurrencies”,

“crypto”, “digital assets”, or “tokens”) to validator nodes (“nodes”) operated by BTCS

and other third-parties.

By leveraging our blockchain infrastructure, we aim to drive scalable revenue growth and strengthen our leadership

in the blockchain ecosystem.

Infrastructure

blockchain infrastructure operations underpin its participation in blockchain network consensus mechanisms and security.

operates a network of cloud-based validator nodes that perform essential roles in PoS and dPoS blockchain ecosystems.

Validator nodes

validate transactions (“attestation”) and propose new blocks for inclusion in the blockchain (“block proposal”).

In return, BTCS earns native token rewards through these activities.

These rewards are generated by staking (or “delegating”)

BTCS’s own crypto assets and from supporting third-party delegations to BTCS nodes.

infrastructure currently supports a diverse range of PoS and dPoS blockchains, including Ethereum, Cosmos, Kava, Akash, Avalanche, and

others as of December 31, 2024.

The flexibility of BTCS’s validator operations positions the Company to adapt to emerging opportunities

within the blockchain sector.

primarily earn crypto assets through the operation of our non-custodial validator nodes, with the intention of enhancing our production

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and Results of Operations.”

Block Building – Builder+

Ethereum block-building operations, launched under the Builder+ brand in 2024, represent a core pillar of the Company’s blockchain

infrastructure strategy.

Block-building is a critical function within Ethereum’s proof-of-stake ecosystem, where Builders create

and submit blocks to Validators for proposal, validation, and inclusion in the blockchain.

A Builder selects and organizes transactions

from Ethereum’s transaction pool, known as the mempool, strategically assembling blocks to maximize the value of included transactions.

Builders compete to purchase block space and have their blocks selected by Validators, who propose them to the network for consensus,

resulting in the block’s verification and addition to the blockchain.

optimizes this process by leveraging advanced algorithms to construct high-value blocks.

By analyzing the mempool, Builder+ identifies

transactions with the highest gas fees and assembles them into blocks designed to maximize gross gas fee revenue.

Builder+’s logic

also aims to minimize the costs to acquire block space (“Validator Payments”) required to secure block inclusion, ensuring

an efficient and scalable approach.

This has positioned Builder+ as a significant driver of BTCS’s growth, enabling the Company

to capture value from Ethereum’s transaction fee market.

Builder+ currently operates exclusively on Ethereum, it has been designed to expand to other blockchain networks, aligning with BTCS’s

long-term strategy of diversification.

By combining cutting-edge technology with its blockchain infrastructure expertise, BTCS seeks

to capture an increasing share of the Ethereum Builder market.

The platform’s 2024 performance demonstrated its potential as a

scalable revenue driver, and BTCS believes Builder+ will play a key role in its future growth.

Staking-as-a-Service

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“stake”) to BTCS-operated validator nodes (referred to as “Staking as a Service” or “StaaS”) on dPoS

is a non-custodial process that allows token holders (“Delegators”, or “customers”) to maintain control of their

private keys and revoke their delegation at any time (subject to the rules of a particular blockchain).

There is no transfer of ownership,

often referred to as “private keys”, of any Delegator’s crypto assets as part of the Delegation process.

provides a method for token holders to designate to a validator node operator the ministerial task of running a validator node while

still participating in the network consensus mechanism and earning rewards.

is a non-custodial process that allows token holders (“Delegators”) to maintain control of their private keys and revoke

their delegation at any time (subject to the rules of a particular blockchain).

There is no transfer of ownership, often referred to

as “private keys”, of any Delegator’s crypto assets as part of the Delegation process.

Delegation provides a method

for token holders to designate to a validator node operator the ministerial task of running a validator node while still participating

in the network consensus mechanism and earning rewards.

providers are operators of computer infrastructure and validation software that allow them and their Delegators to stake certain native

crypto assets utilizing a dPoS consensus protocol.

dPoS protocols provide for the validation of transactions on the related network

as well as a “sybil resistance” mechanism to help secure the network.

dPoS protocols provide for the validation of transactions on the related network as

well as a “sybil resistance” mechanism to help secure the network.

nodes comprising a blockchain network use a protocol (or set of rules) to reach an agreement as to whether a given transaction proposed

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dPoS protocols secure the relevant network and receive staking rewards for doing so.

a non-custodial Validator operator, BTCS may charge a validator node fee, typically determined as a percent of the crypto asset rewards

earned on crypto assets delegated to its node, creating the opportunity for potential scalable revenue and business growth with limited

additional costs.

This fee is broadcast by the Validator to the network and publicly available.

Both the crypto reward paid to the Delegator

and the crypto fee paid to the Validator are distributed by the blockchain network.

These “validator fees” in the dPoS network

encourage validators to participate in the network and thereby help to secure and decentralize the network.

a non-custodial Validator operator and StaaS provider, BTCS charges a validator node fee (“Validator Fee”), which is calculated as a percentage of the crypto asset rewards earned on crypto assets delegated to its node, creating the opportunity for potential

scalable revenue and business growth with limited additional costs.

This fee is broadcast by the Validator to the network and publicly

Both the crypto reward paid to the Delegator and the crypto fee paid to the Validator are distributed by the blockchain network.

These Validator Fees in the dPoS network encourage validators to participate in the network and thereby help to secure and decentralize

StaaS provider maintains a ministerial role in validating transactions on a given dPoS network on behalf of its Delegators by:

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BTCS does not take

possession of users’ private “keys” or “crypto”).

The rewards earned on delegated crypto assets are sent

directly to Delegators by the respective blockchain network and are never in BTCS’s possession.

Therefore, BTCS does not obtain

custody or facilitate transfers of any third-party crypto assets in its role as a Validator or StaaS provider.

Company’s internally developed “StakeSeeker” platform is a personal finance software and education center with a

comprehensive crypto dashboard for crypto asset holders to connect, monitor, track, and analyze their crypto portfolios across

exchanges and wallets in a single analytics platform.

The StakeSeeker dashboard reads user data from digital wallets and utilizes

application programming interfaces (APIs) to read data from crypto exchanges and is non-custodial, meaning it does not allow for the

trading or custody of crypto assets.

StakeSeeker’s Stake Hub functions as an educational center, offering users guidance on

how to delegate their crypto assets to our non-custodial validator nodes, along with the ability to monitor such delegation

activities through data analysis.

StakeSeeker does not provide or facilitate direct crypto asset delegation through its StakeHub,

nor does it facilitate transaction execution on our platform.

Stake Hub’s primary role is to offer instructional support and

monitoring capabilities.

Crypto asset holders are able to delegate to our validator nodes without signing up for our StakeSeeker

conversely, crypto asset holders can delegate to validator nodes not operated by the Company and utilize our StakeSeeker

software and data analytics.

The StakeSeeker platform is currently free-to-use for registered users so is not currently generating

The Company is not a broker-dealer or an investment advisor and does not provide any such related services.

StakeSeeker operates exclusively as an informational and educational resource for the monitoring and analysis of

crypto assets, with its non-custodial and non-transactional approach ensuring compliance with federal securities laws, thereby precluding

any regulatory concerns as the platform continues to develop.

provides a valuable analytical platform to crypto enthusiasts and strategically seeks to entice users with its features.

One underlying

strategic objective of the platform is to drive the expansion of Delegators to our validator nodes.

The growth of the size of delegations

is central to the scalability of BTCS’s StaaS business strategy.

The Company believes that StaaS provides a more accessible and

cost-effective way for crypto asset holders to participate in blockchain network consensus, thereby promoting the growth and adoption

of blockchain technology.

estimated staking rewards, expressed as the Annual Percentage Reward (APR), as displayed on StakeSeeker’s Stake Hub and our StakeSeeker

website (www.stakeseeker.com), are determined using the most recent network data obtained through API data pulls from www.stakingrewards.com,

a third-party blockchain data provider.

To ensure accuracy and consistency, BTCS conducts periodic checks to validate the APR data obtained

against the data reported on each respective blockchain network’s blockchain explorer.

Disclosure on StakeSeeker’s website

clearly states that the APR presented is not guaranteed and does not include StakeSeeker’s validator fee.

The APR figures are provided

for informational purposes and are subject to change based on the dynamics of the underlying blockchain networks.

Company anticipates taking the StaaS Platform out of beta prior to the end of 2024.

The current functionality allows crypto asset holders

to connect, monitor, track, and analyze their crypto portfolios across exchanges and wallets in a single analytics platform.

In the future

we may add support for additional blockchains and provide other analytic tools.

We are also exploring the feasibility of adding Ethereum

non-custodial staking to StakeSeeker in 2024.

We anticipate the costs associated with doing so would be in line with our historical research

and development costs.

Block Building

February 1, 2024, we introduced Builder+, a newly developed Ethereum block builder (“Builder”) to maximize validator earnings

by utilizing advanced algorithms to construct optimized blocks for on-chain validation.

Builders actively monitor the Ethereum transaction

queue, known as the “mempool”, for pending transactions and strategically reorder them to create ‘optimized blocks’ containing

transactions with the highest fees.

Builders pay a fee to Validators for block space in order to increase the chances of their blocks

being selected by a validator and, in return, earn the associated crypto transaction fees.

represents an innovative extension of our core Ethereum blockchain infrastructure operations, aimed at driving scalable revenue growth

by leveraging our current Ethereum validator operations.

We seek to capture a larger share of the Builder market within the Ethereum

ecosystem with Builder+ and secure a share of the crypto rewards generated by Ethereum validators who use Builder+.

We believe this market

offers significant potential for scalable revenue growth.

was in the development and testing phase in 2023 and did not have a material impact on our operations or 2023 financial results.

is an under-development AI-powered blockchain data and analytics platform, designed to allow users to query real-time and historical

on-chain blockchain data.

Through comprehensive indexing of public blockchain data from our Blockchain Infrastructure operations, ChainQ

is intended to provide an intuitive and straightforward platform for users to access on-chain data.

We continue to incur costs associated

with the research and development of ChainQ, with a goal to publicly launch in 2024.

possession of users’ private keys or cryptocurrency assets) at any time during the delegation process.

The rewards earned on

delegated crypto assets are sent directly to Delegators by the respective blockchain network and are never in BTCS’s

Therefore, BTCS does not obtain custody or facilitate transfers of any third-party crypto assets in its role as a

Validator or StaaS provider.

has developed ChainQ, an AI-powered blockchain data and analytics platform designed to increase transparency and accessibility in the

blockchain ecosystem.

Currently in beta, ChainQ indexes public blockchain data from BTCS’s operations, providing an intuitive platform

for users to explore and analyze on-chain activity.

Discontinuation

of December 27, 2024, BTCS discontinued its StakeSeeker platform to focus its resources on Builder+ and validator node operations.

and Key Storage

prioritizes self-custody of its crypto assets through secure storage of most of its crypto assets in cold digital wallets, with the goal

of typically maintaining less than 0.1% of its crypto assets on crypto exchanges at any given time, except during necessary transfers

between wallets and exchanges for sales or purchases.

Occasionally, we may use hot wallets or move crypto assets to exchanges for operational

or transactional requirements.

Additionally, we regularly transfer crypto assets to more secure cold wallets when appropriate.

December 31, 2023, 97% of BTCS’s crypto assets were held in cold storage wallets and 3% of crypto assets were held in other storage

wallets, including hot wallets.

prioritizes the secure custody of its crypto assets.

The Company primarily stores its assets in cold wallets, which are offline and encrypted,

ensuring maximum protection against potential breaches.

BTCS aims to maintain less than 0.1% of its crypto assets on crypto exchanges

at any given time, except during necessary transfers between wallets and exchanges to support purchase or sale activities.

Occasionally,

we may use hot wallets or move crypto assets to exchanges for operational or transactional requirements.

Additionally, we regularly transfer

crypto assets to more secure cold wallets when appropriate.

As of December 31, 2024, 98% of BTCS’s crypto assets were held in cold

storage wallets and the remaining crypto assets were held in other storage wallets, including hot wallets.

Company currently does not maintain any insurance policies that provide coverage for potential losses of crypto assets in cases of theft,

lost keys, or any other events that might lead to the loss of private keys or crypto assets held within our secure digital wallets.

cold wallet private keys are protected through a variety of methods, including key sharding, key encryption, and offline encrypted key

storage in safety deposit boxes situated across multiple geographic locations.

We believe this multi-layered approach ensures the utmost

security for our crypto assets.

a result of our prioritizing the self-custody of our crypto assets, our exposure to crypto related companies that have declared bankruptcy

such as FTX, BlockFi, and Celsius has been limited to the negative impact these platforms had on the value of our assets in the crypto

cold wallet private keys are protected through multiple redundant security measures, industry-standard key sharding protocols, encryption,

and geographically distributed offline encrypted key storage in secured facilities and restricted access protocols.

We believe this multi-layered

approach ensures the utmost security for our crypto assets.

approach of prioritizing the self-custody of our crypto assets minimizes exposure to risks associated with centralized platforms and

third-party failures.

AND MARKET OVERVIEW (CRYPTO ASSET AND BLOCKCHAIN TECHNOLOGIES)

and Cryptocurrencies

prioritizes self-custody of its crypto assets through secure storage of most of its crypto assets in cold digital wallets, with the goal

of typically maintaining less than 0.1% of its crypto assets on crypto exchanges at any given time, except during necessary transfers

between wallets and exchanges for sales or purchases.

Occasionally, we may use hot wallets or move crypto assets to exchanges for operational

or transactional requirements.

Additionally, we regularly transfer crypto assets to more secure cold wallets when appropriate.

December 31, 2023, 97% of BTCS’s crypto assets were held in cold storage wallets and 3% of crypto assets were held in other storage

Company currently does not maintain any insurance policies that provide coverage for potential losses of crypto assets in cases of theft,

lost keys, or any other events that might lead to the loss of private keys or crypto assets held within our secure digital wallets.

cold wallet private keys are protected through a variety of methods, including key sharding, key encryption, and offline encrypted key

storage in safety deposit boxes situated across multiple geographic locations.

We believe this multi-layered approach ensures the utmost

security for our crypto assets.

a result of our prioritizing the self-custody of our crypto assets, our exposure to crypto related companies that have declared bankruptcy

such as FTX, BlockFi, and Celsius has been limited to the negative impact these platforms had on the value of our assets in the crypto

technology is a decentralized, encrypted ledger system designed to securely store and verify data without the need for intermediaries.

It has been widely adopted across industries due to its ability to enhance transparency, security, and efficiency in processes that traditionally

relied on centralized systems.

Blockchain technology underpins crypto assets, a class of digital assets that includes cryptocurrencies,

which can function as a medium of exchange, store of value, or unit of account, as well as enable non-financial applications such as

smart contracts, tokenized assets, and decentralized applications (dApps).

global adoption of blockchain technology has grown significantly in recent years, fueled by advancements in infrastructure, increasing

institutional interest, and the development of next-generation use cases.

Beyond cryptocurrencies, blockchain technology is being explored

in sectors such as finance, healthcare, supply chain, governance, and digital identity management.

These innovations have the potential

to transform traditional industries, offering efficiencies and capabilities not achievable with legacy systems.

Cryptocurrencies

and Proof-of-Stake Ecosystems

Cryptocurrencies

operate on blockchain networks using cryptographic protocols to secure transactions and manage decentralized ledgers.

These networks

rely on nodes, which are computers participating in the network, to validate and record transactions.

A distinguishing feature of cryptocurrencies

is their ability to enable secure peer-to-peer transactions without requiring a trusted intermediary, such as a financial institution

or government.

proof-of-work (“PoW”) networks, which require significant energy resources to validate transactions, PoS) and dPoS networks

utilize an efficient consensus mechanism that relies on validators staking their crypto assets to secure the network.

Validators, such

as those operated by BTCS, play a critical role in maintaining the integrity of these networks by validating transactions and proposing

new blocks for inclusion in the blockchain.

ecosystems have gained substantial traction due to their energy efficiency, scalability, and ability to support diverse applications,

including decentralized finance (DeFi), non-fungible tokens (NFTs), and other blockchain-based innovations.

Ethereum’s transition

to PoS in 2022 further solidified its position as a leading blockchain for smart contracts and decentralized applications.

This evolution

has also driven the development of new roles within the ecosystem, such as Builders, who optimize and propose blocks for on-chain validation,

creating new opportunities for revenue generation.

and Risks of Crypto Assets

assets offer numerous advantages over traditional fiat currencies and legacy systems, including:

deterrence, as digital assets cannot be counterfeited or arbitrarily reversed by a sender.

settlement of transactions without intermediaries.

transaction fees and reduced counterparty risk.

security through cryptographic protocols, preventing double spending and identity theft.

Accessibility

to anyone with internet access, fostering financial inclusion.

Decentralized

governance, removing reliance on central authorities.

these advantages come with unique risks and challenges.

The sector remains highly volatile, with market prices subject to significant

fluctuations.

Regulatory uncertainty, evolving legal frameworks, and the nascent stage of the technology introduce risks to businesses

operating within this environment.

Additionally, scalability and interoperability remain critical areas for improvement to meet growing

State of the Blockchain Industry and Market Outlook

of the end of 2024, the blockchain and cryptocurrency industry continued to mature, with increased institutional participation, technological

advancements, and regulatory scrutiny shaping its trajectory.

The adoption of PoS networks has accelerated, driven by the demand for

sustainable and scalable blockchain infrastructure.

Innovations such as Ethereum’s ecosystem of Builders, Relays, and Validators

have created new opportunities for value creation, aligning with BTCS’s core operations.

the future, the industry is expected to see continued integration of blockchain technology across traditional industries, advancements

in Layer 2 scaling solutions, and broader adoption of decentralized finance and tokenized assets.

Layer 2 solutions are designed to improve

the efficiency of blockchain networks by processing transactions off the main blockchain (Layer 1) while still benefiting from its security.

This helps reduce congestion and lower transaction costs, making blockchain applications more scalable.

is strategically positioned to benefit from these trends through its focus on blockchain infrastructure, especially regarding Ethereum

block-building and validator node operations, ensuring its ability to capitalize on the evolving market landscape.

Profile and Risks

decision to pursue blockchain and crypto asset businesses exposes the Company to risks associated with a new and untested strategic direction.

The prices of crypto assets have experienced substantial volatility, which may reflect “bubble” type volatility, meaning

that high or low prices may have little or no merit, are subject to rapidly changing investor sentiment, and may be influenced by factors

such as technology, regulatory void or changes, fraudulent actors, manipulation, and media reporting.

within the blockchain and crypto asset industry exposes BTCS to unique risks and challenges associated with an emerging and rapidly evolving

The prices of crypto assets have experienced significant volatility, often driven by speculative activity, evolving technology,

and shifting regulatory landscapes.

This volatility may reflect “bubble-like” dynamics, where prices are influenced by rapidly

changing investor sentiment, media coverage, or manipulation, rather than fundamental factors.

Additionally,

the blockchain and crypto asset sector operates within an environment of regulatory uncertainty, with potential changes in laws or enforcement

actions posing risks to businesses across the ecosystem.

Fraudulent actors, technological vulnerabilities, and scalability limitations

further contribute to the inherent risks of this untested strategic direction.

acknowledges these risks and remains committed to mitigating them through disciplined operational practices, robust technology infrastructure,

and proactive engagement with emerging regulatory frameworks.

Despite these challenges, the Company believes that its focus on blockchain

infrastructure, including Ethereum block-building and validator node operations, positions it to capitalize on the transformative potential

of blockchain technology while navigating the associated risks.

networks are a relatively new technological innovation and the regulatory schemes to which crypto assets and their blockchain networks

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of new laws and regulations, have not been fully explored or developed.

actions taken by the SEC, including enforcement actions brought against crypto asset companies with a focus on custodial staking, are

more particularly described under certain “Risk Factors”, demonstrate the SEC’s position that many, if not most, crypto

assets may be securities and therefore reflect the reality that we will likely face increased government regulation and oversight as

our industry and government treatment of the crypto assets on which our operations are based continue to evolve.

These developments follow

the SEC’s July 25, 2017, DAO Report, wherein its Chairman expressed concerns about the “Wild West” nature of the cryptocurrency

More recently, the SEC Enforcement Division has taken action against crypto asset focused enterprises, and if the interpretations

Trump’s administration’s approach to the regulatory environment for cryptocurrency and blockchain is expected to usher in

significant changes, characterized by a more favorable stance towards these emerging technologies.

With the appointment of a crypto-friendly

chairman at the SEC and the establishment of a dedicated AI and Crypto Czar, the administration has indicated a commitment to fostering

innovation and reducing regulatory burdens.

This shift may lead to a reconsideration of existing regulations and potentially introduce

new frameworks that support the growth of blockchain networks and crypto assets.

However, while these changes are promising, the exact

nature and extent of the regulatory adjustments remain uncertain, necessitating ongoing vigilance and adaptation by industry participants

to comply with evolving legal requirements.

2024 and early 2025, then Chairman Gensler maintained an aggressive regulatory stance toward cryptocurrency businesses, continuing his

position that most cryptocurrency entrepreneurs operate outside regulatory compliance.

Prior to President Trump taking office, actions

taken by the SEC, including enforcement actions brought against crypto asset companies with a focus on custodial staking, demonstrate

the SEC’s position that many, if not most, crypto assets may be securities and therefore reflect the reality that we could face

increased government regulation and oversight as our industry and government treatment of the crypto assets on which our operations are

based continue to evolve.

The SEC Enforcement Division has taken action against crypto asset focused enterprises, and if the interpretations

of federal securities laws are further expanded to apply to the Company, it would adversely affect the Company’s future acquisition

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or precluding the use of its blockchain infrastructure and other operations, and creating increased compliance and legal costs.

2020 the U.S.

Department of Justice (“DOJ”) published a report entitled “Cryptocurrency:

An Enforcement Framework”

that detailed the DOJ’s strategies and abilities to handle the threats posed by digital assets.

In January 2023, the House of Representatives

created the Financial Services Subcommittee on Digital Assets with the goal to develop rules and policies covering digital assets.

addition, each state has its own securities laws and regulations with varying provisions and effects, any of which may require us to

alter or reduce our current or planned operations in the future.

We continue to monitor legislative matters related to our industry.

to monitor legislative matters related to our industry.

of the foregoing or other regulatory developments, in the future, before we acquire or transact in crypto assets, we may be required

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of legal uncertainties, careful examination of the results of our compliance review will be required by experienced securities counsel,

Because we must stay under the requirement under Investment Company Act of 1940 (the “1940 Act”) that no more than 40% of

our assets (excluding cash items) constitute investment securities to avoid being deemed an investment company, we will limit the amount

of Digital Securities we acquire.

Further, while we believe our operations and platform are meaningfully different than Kraken’s

and Coinbase’s custodial staking platforms that were subject to SEC enforcement proceedings in 2023, that development or future

positions the SEC may take, including potentially against us and our business, may demonstrate a differing view and require us to adjust,

reduce, limit or even cease some or all of our operations or business plans.

If our compliance procedures and legal reviews prove to

be incorrect, we may incur the likelihood of prohibitive SEC penalties and/or private lawsuit defense costs and adverse rulings.

Gensler, the current SEC Chairman, has continued to voice his concerns about and continued intention to regulate crypto assets, referring

to decentralized finance, or DeFi, platforms that focus on crypto assets as well as the crypto assets themselves, and concluding by stating

that the SEC would “continue to take our authorities as far as they go.” In late 2023, Mr.

Gensler stated that cryptocurrency

entrepreneurs have “generally built a business model around noncompliance with the law.” There has not been any definitive

guidance provided as of the date of this Report, however a number of regulatory proceedings and enforcement actions have been brought

against crypto assets developers and their proponents such as Coinbase, Binance, and Kraken.

Company may acquire additional crypto assets and continues to develop and expand upon its StakeSeeker, Builder+, and ChainQ platforms

to enable it to offer a wider range of functions and availability for use with a greater variety of crypto assets.

and we cannot guarantee that such review will conclusively determine the proper classification of any particular crypto asset.

we must stay under the requirement under Investment Company Act of 1940 (the “1940 Act”) that no more than 40% of our assets

(excluding cash items) constitute investment securities to avoid being deemed an investment company, we will limit the amount of Digital

Securities we acquire.

Company may acquire additional crypto assets and continues to develop and expand upon its Builder+ operations and ChainQ platform to

enable it to offer a wider range of functions and availability for use with a greater variety of crypto assets.

The Company currently

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Act always exceed 60% of our total assets, excluding cash items.

In separate SEC complaints, the SEC identified Cardano, Tezos, Solana,

Cosmos, Polygon, Axie Infinity, and NEAR Protocol crypto assets as securities.

As a matter of practice the Company typically targets

keeping in excess of 60% of the Company’s total assets (excluding cash and government securities) in Ethereum.

Therefore, to the

extent the SEC identified all other crypto assets held by the Company excluding Ethereum as securities, the Company would still not meet

the definition of an “investment company” under Section 3(a)(1)(C) of the 1940 Act.

By doing so, we can avoid being subject

to the regulatory requirements and oversight that apply to investment companies.

Company has conducted a detailed legal analysis which has led us to determine that certain crypto assets that are identified as

securities by the SEC should not impact our business, financial condition, and results of operations.

Provided, however, if over 40%

of our assets are considered securities, excluding cash, we may be considered a 1940 Act company (see the risk factor on page 12

Further, the aforementioned assessments are risk-based judgments and not a legal standard or determination binding on any

regulatory body or court.

To the extent a regulatory body or court finds that our conclusions are incorrect, we may seek to cease

certain of our operations.

Any such action may adversely affect an investment in us.

As a matter of practice, the Company typically targets maintaining in

excess of 60% of the Company’s total assets (excluding cash and government securities) in Ethereum, though this target may be adjusted

based on market conditions and regulatory developments.

Therefore, to the extent the SEC identified all other crypto assets held by the

Company excluding Ethereum as securities, the Company would still not meet the definition of an “investment company” under

Section 3(a)(1)(C) of the 1940 Act.

By doing so, we can avoid being subject to the regulatory requirements and oversight that apply to

investment companies.

Company has conducted a detailed legal analysis which has led us to determine that certain crypto assets that are identified as securities

by the SEC should not materially impact our business, financial condition, and results of operations, though this determination is subject

to change based on evolving regulatory guidance and enforcement actions.

Provided, however, if over 40% of our assets are considered

securities, excluding cash, we may be considered a 1940 Act company (see Risk Factors on page 14 herein).

Further, the aforementioned

assessments are risk-based judgments and not a legal standard or determination binding on any regulatory body or court.

To the extent

a regulatory body or court finds that our conclusions are incorrect, we may seek to cease certain of our operations.

Any such action

may adversely affect an investment in us.

addition to the securities laws and investment company considerations, as our business model and operations continue to evolve, including,

StakeSeeker, Builder+, and ChainQ we may become subject to additional laws and regulations.

For example, to the extent we collect, analyze,

distribute, or otherwise use data concerning individuals or entities and their holdings and transactions, we may become subject to the

ever-growing number of data privacy and security laws within and without the U.S.

which often have far-reaching implications for businesses.

In general these laws require disclosure and preventative measures designed to protect users from unauthorized access or disclosure of

their personal information, and impose fines and sanctions for failure to comply with their requirements.

Builder+, and ChainQ, we are subject to and must comply with an expanding framework of laws and regulations, including comprehensive

data privacy laws (such as the American Data Privacy Protection Act, as amended), enhanced cybersecurity requirements, consumer protection

standards, and evolving financial services regulations.

For example, to the extent we collect, analyze, distribute, or otherwise use

data concerning individuals or entities and their holdings and transactions, we are subject to various data privacy and security laws

and regulations in the United States and other jurisdictions, including but not limited to the American Data Privacy Protection Act,

state privacy laws, and international regulations such as GDPR, which impose specific requirements on the handling of personal data.

In general, these laws require disclosure and preventative measures designed to protect users from unauthorized access or disclosure

of their personal information, and impose fines and sanctions for failure to comply with their requirements.

On the other hand, because

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use for malign and illegal activities.

PoW crypto assets have also been subject to skepticism due to concerns about the high energy consumption used in mining on blockchain

In the U.S., in March 2022 President Biden issued Executive Order 14067 on Ensuring the Responsible Development of Digital

Assets , which prioritized the responsible development of crypto assets in a manner which includes reducing negative climate impacts

and environmental pollution.

In November 2022, the Governor of New York signed a law banning certain bitcoin mining operations that run

on carbon-based power sources for two years.

While our focus is currently on PoS blockchain networks which use significantly lower amounts

of energy when compared to PoW, future regulations may arise in response to these concerns that could apply to us and the cryptocurrency

industry as a whole.

the growing interest by regulators and other stakeholders, we anticipate that legislation and regulation of crypto assets is forthcoming

and will intensify in the future.

the above developments, both our current and planned operations, and the cryptocurrency industry in general, continue to be subject to

expanding, complex and uncertain government oversight.

See “Risk Factors” beginning on page 12

and “Business” beginning on page 3 for more information.

both the regulatory landscape develops and journalistic familiarity with crypto assets increases, mainstream media’s understanding

of them and the regulation thereof may improve.

Regulation of crypto assets varies from country to country as well as within countries.

An increase in the regulation of crypto assets may affect our proposed business by increasing compliance costs or prohibiting certain

or all of our proposed activities.

Company’s current and future competition is centered on the following areas:

regulatory landscape for crypto assets continues to evolve rapidly across different jurisdictions, and we may become subject to new laws

and regulations that could materially affect our business operations, compliance obligations, and financial performance.

For a comprehensive

discussion of the risks that existing and future regulations pose to our business, including specific regulatory developments that may

materially affect our operations, see Risk Factors beginning on page 14 of this Annual Report.

operates in a highly competitive and rapidly evolving industry, facing challenges from various companies and sectors, each leveraging

different strengths to compete in blockchain infrastructure, data analytics, and staking services.

The competitive landscape is broad

and includes the following key areas:

Exchange-Based

Companies in the exchange industry that offer both custodial and non-custodial staking solutions as well as other

blockchain infrastructure and data analytics pose a significant competitive challenge.

These exchanges often boast substantial customer

bases, making it easier for them to attract those looking for integrated staking services, portfolio tracking, and position them

well to enter blockchain infrastructure operations.

Additionally, they may possess greater resources, allowing them to enhance their

custodial or non-custodial staking offerings and other offerings in the future.

Cryptocurrency exchanges offering both custodial and non-custodial staking

solutions, as well as blockchain infrastructure and data analytics services, present significant

Exchanges often benefit from extensive customer bases, allowing them to integrate

staking services seamlessly and expand into blockchain infrastructure operations.

Their substantial

financial and technical resources further enable them to enhance existing offerings and enter

Asset-Focused Companies and Node Operators:

Numerous companies and node operators specializing in crypto assets compete with

our non-custodial crypto asset staking services and validator node operation.

Key competitors in this space include companies such

as Blockdaemon, Allnodes, Everstake, Figment, P2P, Foundry, Stakin, and Stakefish.

Companies specializing in crypto asset staking

and validator node operations directly compete with BTCS’s non-custodial staking services.

Key competitors in this space include Blockdaemon, Allnodes, Kiln, Everstake, Figment, P2P,

Foundry, Stakin, and Stakefish.

These competitors typically operate at scale and leverage

established networks to attract Delegators and strengthen their market position.

Block Builders and Relay Providers:

The Ethereum block-building ecosystem is highly competitive,

with Builders and relay providers vying for market share.

Builder+ faces competition from

established Builders such as Beaverbuild, Titan Builder, Rsync, Flashbots, and others.

competitors may possess more extensive infrastructure, data access, and operational efficiencies,

providing them with an advantage in the race to optimize block construction.

Services Providers:

Various mobile applications, websites, and niche aggregation sites, such as CoinTracker, Koinly, CoinLedger,

and Rotki, offer similar analytic services.

These competitors provide tools and insights that may overlap with StakeSeeker’s

Storage Solution Providers:

Providers of mobile applications and websites that offer secure storage solutions for crypto assets

represent another category of competition.

Financial Service and Data Analytics Firms:

Established financial service firms and data analytics companies serving traditional

asset markets may choose to enter the market by offering data analytic solutions as well as their own custodial or non-custodial

staking for crypto assets.

These entities can leverage their extensive resources, market presence, and expertise to enter the market.

Cryptocurrency-Focused

Companies specializing in cryptocurrency-related services, including exchanges, payment processing, and financial

services, are formidable competitors in the crypto asset space.

Companies offering crypto asset portfolio management and on-chain

analytics, such as CoinTracker, Koinly, CoinLedger, and Rotki, compete with analytics platforms

These competitors often focus on ease of use and advanced data aggregation,

appealing to a wide range of users.

Blockchain Data Providers:

Companies offering data analytics and insights services, with accessible on-chain blockchain data

and user-friendly interfaces, like Chainalysis and Elliptic, pose competition in providing vital data and insights for crypto assets.

Block Builders and Relay Providers:

Competition also exists for Builder+, our block building initiative, from other Ethereum

block builders or relay providers who currently have significant market share.

of our current and potential competitors enjoy advantages such as greater financial resources, longer operational histories, larger user

bases, bigger teams, and stronger brand recognition.

Most are also not burdened with the additional costs and time commitments required

of being an exchange-listed public company.

These competitors may allocate more substantial resources to technology development, infrastructure

enhancement, and marketing efforts.

Moreover, they may be able to develop and deploy solutions more rapidly than us.

addition to existing competitors, the Company must contend with the potential of new entrants to the industry and the possibility of

industry consolidation through business combinations and alliances, which could further strengthen the competitive positions of our rivals.

Given our small team and relative lack of capital to many peers, we acknowledge that we face a competitive disadvantage in this landscape.

Companies like Chainalysis and Elliptic provide accessible

on-chain data and insights for crypto assets, directly competing in the space of blockchain

analytics and data services.

Their established brand recognition and user-friendly tools

position them as strong rivals.

Financial Service and Data Analytics Firms:

Established financial institutions and data

analytics firms serving traditional markets pose a potential threat as they expand into crypto

asset custody, staking, and analytics.

Leveraging extensive resources, market presence, and

expertise, these firms could quickly develop competitive offerings in the blockchain space.

Entrants and Industry Consolidation:

The potential for new entrants, as well as consolidation

through mergers and alliances, presents ongoing competitive challenges.

Consolidation can

strengthen the positions of existing competitors by pooling resources and broadening capabilities.

of BTCS’s current and potential competitors benefit from significant advantages, including greater financial resources, longer

operational histories, larger teams, established brand recognition, and broader user bases.

These competitors are also often privately

held, enabling them to operate without the regulatory and reporting burdens associated with being a publicly traded company.

them to deploy resources more flexibly and develop solutions more rapidly than BTCS.

these challenges, BTCS’s strategic focus on Ethereum block-building and blockchain infrastructure provides opportunities to differentiate

its offerings.

By leveraging its expertise in proof-of-stake ecosystems, innovative Builder+ operations, and a non-custodial staking

model, BTCS aims to navigate the competitive landscape and capture value in the rapidly growing blockchain industry.

Company’s primary assets consist of its crypto assets and cash as well as its human capital and intellectual property noted below.

PROPERTY AND TRADE SECRETS

business depends in large part on our proprietary technology, particularly with regards to StakeSeeker, the operation of validator nodes

as part of our blockchain infrastructure, our efforts and development with respect to our initiatives, and our brand.

We rely on, and

expect to continue to rely on, a combination of trademark, domain name, and trade secret laws, as well as confidentiality and license

agreements with our employees, contractors, consultants, and third parties with whom we have relationships, to establish and protect

our brand and intellectual property rights.

remains steadfast in its commitment to its core business of blockchain infrastructure operation, validation, and data analytics.

growth strategy is structured around expanding our infrastructure, attracting a larger Delegator base, tapping into the Ethereum MEV

market through Builder+, and launching ChainQ as a revenue-generating platform.

These initiatives are discussed further below and are

designed to position us for sustainable growth in the dynamic and evolving blockchain industry.

We will continue to monitor and adapt

our strategy to remain competitive and capitalize on emerging opportunities in the blockchain space.

of Blockchain Infrastructure:

primary objective is to expand our presence in the blockchain ecosystem by operating validator nodes on PoS and dPoS-based blockchain

To achieve this, subject to available capital, we plan to continue to identify promising blockchain networks and allocate resources

towards the development and operation of validator nodes.

of Delegator Base and Assets:

critical component of our growth strategy is to increase the number of Delegators and crypto assets delegated to our validator nodes

including our own.

We plan to achieve this by:

1) acquiring more crypto assets and staking them to our nodes, and 2) enhancing the StakeSeeker

platform’s capabilities as an educational center and analytical tool.

We believe that leveraging StakeSeeker’s capabilities

to provide insights and guidance will foster trust and confidence among potential Delegators.

Ethereum Block Builders Market with Builder+:

believe we are strategically positioned to capture a large share of the Builder market within the Ethereum ecosystem and available MEV

rewards through the introduction of Builder+.

Builder+ is an innovative solution designed to optimize validator earnings by actively

monitoring the Ethereum mempool and strategically reordering transactions to create optimized blocks.

To achieve this, we plan to promote

Builder+ and will seek to build strategic relationships to expand its adoption.

Continuous refinement of Builder+ algorithms and strategy

will be a priority to ensure competitiveness and maximize rewards for validators.

Out Subscription-Based ChainQ Offering:

are actively developing ChainQ, an AI-powered blockchain data and analytics platform, with the goal of launching it as a subscription-based

service in 2024.

ChainQ plans to provide users with access to real-time and historical on-chain blockchain data.

To achieve this, we

plan to work towards the completion of the development of ChainQ, potentially establish partnerships and collaborations with other blockchain

projects for integration, and implement a subscription-based pricing model to monetize the platform.

relies on proprietary technology and intellectual property, which are critical to its blockchain infrastructure operations and strategic

These include the development efforts and operation of validator nodes, block builders through Builder+, and ChainQ, as

well as the Company’s proprietary tools and systems that enable efficient and secure operations.

Company protects its intellectual property and trade secrets through a combination of trademark, domain name, and trade secret laws,

alongside confidentiality and licensing agreements with employees, contractors, consultants, and other third parties.

These measures

safeguard BTCS’s proprietary technology, internal processes, and brand equity, enabling the Company to maintain its competitive

edge in blockchain infrastructure and Ethereum block-building.

CAPITAL / EMPLOYEES

of December 31, 2023, we had five full-time employees, all of whom work full-time, none of which are covered by a collective bargaining

of December 31, 2024, we had seven employees, all of whom work full-time, none of which are covered by a collective bargaining

We engage third-party contractors and consultants on an as-needed basis.

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It is our intent to maintain a work environment that is free of harassment,

discrimination, or retaliation because of age, race, color, national origin, ancestry, religion, sex, sexual orientation

(including transgender status, gender identity or expression), pregnancy (including childbirth, lactation, and related medical conditions),

physical or mental disability, genetic information (including testing and characteristics), veteran status, uniformed servicemember status,

or any other status protected by federal, state, or local laws.

We are dedicated to the fulfillment of this policy in regard to all aspects

of employment, including but not limited to recruiting, hiring, placement, transfer, training, promotion, rates of pay, and other compensation,

termination, and all other terms, conditions, and privileges of employment.

discrimination, or retaliation because of age, race, color, national origin, ancestry, religion, sex, sexual orientation (including transgender

status, gender identity or expression), pregnancy (including childbirth, lactation, and related medical conditions), physical or mental

disability, genetic information (including testing and characteristics), veteran status, uniformed servicemember status, or any other

status protected by federal, state, or local laws.

We are dedicated to the fulfillment of this policy in regard to all aspects of employment,

including but not limited to recruiting, hiring, placement, transfer, training, promotion, rates of pay, and other compensation, termination,

and all other terms, conditions, and privileges of employment.

Compensation Committee is also actively involved in reviewing and approving executive compensation, and succession plans so that we have

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plans with 100% matching of employees’ contributions subject to IRS limitations.

aims to grow revenue and margins by scaling Ethereum block-building under Builder+ and expanding NodeOps.

This strategy focuses on three

key objectives:

(1) enhancing its technology stack, (2) increasing Builder+ order flow, and (3) gaining more control over block space.

These initiatives are essential for strengthening BTCS’s position in blockchain infrastructure and ensuring long-term success.

the Technology Stack to Match or Surpass Competitors

competition intensifies in block-building and validator operations, BTCS is prioritizing continuous improvements to its technology stack

to optimize efficiency, scalability, and execution.

Enhancing Builder+ requires refining block optimization algorithms, strengthening

infrastructure resilience, and improving transaction execution speed to compete with leading Builders.

Similarly, BTCS is investing in

validator performance optimization within its NodeOps operations to maximize staking efficiency and network participation.

at the forefront of technological advancements, BTCS aims to improve margins and maintain a competitive edge in an evolving industry.

Order Flow to Builder+

operates within a highly competitive environment where access to order flow directly impacts revenue generation and margins.

focused on expanding its role in Ethereum’s transaction cycle by actively pursuing strategic partnerships, network integrations,

and ecosystem participation that increase order flow to Builder+.

By increasing the number of transactions processed, BTCS aims to enhance

its ability to optimize block construction, capture more MEV opportunities, and improve overall Builder+ profitability.

Control Over Block Space

crucial aspect of BTCS’s strategy is expanding its influence over block space.

Greater control over block production enables the

Company to better optimize gas fee revenue, manage Validator Payments, and refine transaction selection strategies.

BTCS plans to scale

Builder+ block production, develop strategies to strengthen its position in the block-building ecosystem, and further integrate into

the broader blockchain infrastructure.

These efforts are designed to increase revenue and improve revenue predictability, transaction

efficiency, and long-term sustainability.

is committed to executing these strategic initiatives in 2025 and beyond, positioning itself as a leader in blockchain infrastructure

by leveraging its Builder+ operations, validator expertise, and continuous technological innovation.

CAPITALIZATION

following table details the Company’s capitalization as of March 17, 2025.

Class of Security

Shares of Common

Stock as Converted

Common Stock Issued and Outstanding

Restricted Stock Units Issued (Not Vested)

Options to Purchase Common Stock (weighted average exercise price of $2.04)

Warrants to Purchase Common Stock (weighted average exercise price of $11.50)

Total Common Shares Diluted

Stock Issued and Outstanding

Common Stock (Not Vested) (1)

Options to Purchase

Common Stock (weighted average exercise price of $2.22)

to Purchase Common Stock (weighted average exercise price of $11.50)

Common Shares Diluted

V Preferred Stock (non-convertible)

Series V Preferred Stock (non-convertible) (2)

table above describes the shares of Common Stock and Preferred Stock which are outstanding and/or are issuable under outstanding

The Series V preferred Stock is perpetual and does not convert into shares of the Company’s Common Stock.

As of March 17, 2025, a total of 1,170,834 shares of restricted common stock remain subject to forfeiture, contingent upon the achievement

of specified market capitalization thresholds within the applicable performance measurement period.

Of these, 316,668 shares are also

subject to time-based vesting conditions, requiring continued service over the vesting period.

Additionally, 128,967 shares are subject

to time-based vesting conditions, requiring continued service over the vesting period.

If these conditions are not satisfied, the applicable

restricted shares will be forfeited and returned to the Company.

As of March 17, 2025, a total of 1,020,834 shares of restricted Series V preferred stock remain subject to forfeiture, contingent upon

the achievement of specified market capitalization thresholds within the applicable performance measurement period.

Of these, 166,668

shares are also subject to time-based vesting conditions, requiring continued service over the vesting period.

Additionally, 48,967 shares

are subject to time-based vesting conditions, requiring continued service over the vesting period.

If these conditions are not satisfied,

the applicable restricted shares will be forfeited and returned to the Company.

Note Regarding Forward Looking Statements

report contains forward-looking statements, including our liquidity, our belief that our blockchain infrastructure efforts will form

the core growth for our business, including but not limited to Builder+, StakeSeeker, and Chain, plans to expand our PoS operations,

growth opportunities for the Company, our belief regarding blockchain, expected increase in our revenues and gross margins and future

business plans.

Forward-looking statements can be identified by words such as “anticipates,” “intends,” “may,”

“potential,” “continues,” “plans,” “seeks,” “believes,” “estimates,”

“expects” and similar references to future periods.

report contains forward-looking statements, including our liquidity, potential for Builder+ to drive revenue growth, our belief that

our blockchain infrastructure efforts will form the core growth for our business, including but not limited to Builder+, and ChainQ, plans to expand our PoS operations, growth opportunities for the Company, our belief regarding blockchain,

expected increase in our revenues and gross margins and future business plans.

Forward-looking statements can be identified by words

such as “anticipates,” “intends,” “may,” “potential,” “continues,”

“plans,” “seeks,” “believes,” “estimates,” “expects” and similar

references to future periods.

Forward-looking

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Any forward-looking statement made by us speaks only as of the date on which it is made.

Factors or events

that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them.

undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments

events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them.

We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments

or otherwise, except as may be required by law.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business