What changed in this filing

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Item 1. Business

2026-04-13 compared with 2025-03-11 · 416 added, 297 removed, 0 unchanged (100% of the section changed)

used herein, “we,” “us,” “our,” the “Company,” “Thumzup™,” means Thumzup™

Media Corporation unless otherwise indicated.

Thumzup™ operates in a single business segment which is social media marketing.

has a mobile iPhone and Android applications called “Thumzup™” that connects brands and people who use and love these

For the advertiser, Thumzup™ incentivizes real people to become content creators and post authentic valuable posts on social

media about the advertiser and its products.

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.

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, 2023

and continues with the development of enhancements to its App and marketing efforts.

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.

Products and Services

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.

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.

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.

Media Marketing Software Technology

Thumzup® mobile App enables Creators, to select from brands advertising on the App and get paid to post about the advertiser on social

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.

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.

https://meetanshi.com/blog/display-advertising-statistics/)

recent Nielsen report found 81% of consumers believe friends and family 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).

average American adult spent 7 hours 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, again according to an eMarketer Report (8), , and the

Company believes such usage will continue to accelerate.

The Company empowers businesses that want to interact with these Creators and

provides tools and data so they can increase consumer awareness and expand their customer bases.

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.

this reason, Thumzup recently announced its integration with X and TikTok into its proprietary platform (9).

launch on X Corp signifies a quantum leap in Thumzup’s mission to revolutionize advertising.

By merging Thumzup’s innovative

tools with X’s massive audience, the Company believes they can deliver strong opportunities for brands to scale their visibility

and engagement at new levels.

over 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), .

Additionally,

Thumzup announced the beta launch of its highly anticipated video capabilities, including integration

with Instagram Reels 11), .

The addition of the Company’s new video posting

feature provides users with multiple ways to engage and share content, building upon its successful track record with single-photo posts.

Company is an early-stage entity building a new real-time platform which enables Advertisers to pay their customers and fans 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.

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.

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/

https://emplifi.io/resources/blog/the-user-generated-content-stats-you-need-to-know?utm_source=pixlee.com

https://morningconsult.com/wp-content/uploads/2019/11/The-Influencer-Report-Engaging-Gen-Z-and-Millennials.pdf

https://www.cnn.com/business/newsfeeds/globenewswire/7812666.html

https://www.bankrate.com/personal-finance/social-media-survey/

https://www.retaildive.com/news/generation-z-social-media-influence-shopping-behavior-purchases-tiktok-

instagram/652576/

https://www.emarketer.com/content/us-time-spent-with-media-2021-update

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

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

https://www.globenewswire.com/news-release/2024/11/12/2979217/0/en/Thumzup-Launches-Video-Capabilities-and-Integration-with-Instagram-Reels.html

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

Industry - Social Media Marketing and Advertising

Company believes 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 is the rapidly growing subset of online advertising called “influencer

marketing.” More than 75% of brands have a dedicated budget for influencer marketing according to a 2022 Harvard Business Review

As social media influencers become more plentiful and proven, advertising spending has increased in this space.

According to Allied Research, the influencer marketing market generated $16.5 billion in 2022 and is estimated to reach $199.6 billion

by 2032, exhibiting a CAGR of 28.6% from 2023 to 2032 (10).

Influencer marketing is new but it is here to stay, Harvard Business

Review did a study to prove this and stated “the strategy can in fact yield positive ROI (9).

existing paid influencer marketing platforms were designed for professional and semi-professional 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.

Company has designed Thumzup® “from the ground up” to make it easy for brands and service providers to activate people

who are not professional influencers but who are passionate about the products, services, or establishments they enjoy or frequent and

then are willing to relate those experiences to their friends and other social media followers.

The Company has designed the Thumzup

App and Advertiser dashboard with “Apple-style” simplicity and intuitive features to make participation by all individuals

seamless with their existing use of social media.

Company’s first product-Thumzup® App

Company operates in a single business segment, which is social media marketing.

The Company’s mobile iPhone and Android applications

called “Thumzup ® ” connects brands, products, and services to the people who use and love these brands, products,

and services.

For Advertisers, Thumzup® activates real people to post real product reviews and testimonials on social media with

the intention of enhancing brand awareness and reaching targeted consumers more directly and effectively while driving profitable traffic

to the Advertisers’ products and services.

Company is building an influencer and gig economy community around the Thumzup® mobile App that will generate scalable authentic

product posts and recommendations for Advertisers on social media and create a technology platform making person-to-person advertising

easy, cost-effective, and scalable.

The App and Advertiser dashboard are designed to connect Advertisers with individuals who are willing

to promote their products and services online and offline.

https://hbr.org/2022/11/does-influencer-marketing-really-pay-off

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

Media Marketing Software Technology

Company’s Services

Thumzup® mobile App enables Creators to select from brands advertising on the App and get paid to post about the Advertiser on social

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 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.

the Thumzup® App, the Company is targeting and signing up the general public and gig economy workers who like specific brands and

present them with opportunities to 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 additional

staff to rapidly grow the business.

All source code, development work, and intellectual property performed under independent development

or employment contracts paid for by the Company are assigned to and owned by Thumzup®.

Company owns the copyrights to the source code for the Thumzup® App on the iPhone iOS and Android operating mobile operating systems

as used on the majority of mobile phone and tablet devices.

The Company also owns the source code for the “backend” system

that administrates the Thumzup® App, tracks payments and advertising campaigns.

Thumzup® thumb logo “ ” is a registered trademark owned by Thumzup® Media Corporation,

6,842,424, registered Sep.

On April 13, 2021, the Company filed a trademark application ser.

90642789 with the

Patent and Trademark Office (“USPTO”) for the word mark THUMZUP, which was granted registration on June 21, 2022, resulting

Also on April 13, 2021, the Company filed a trademark application ser.

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.

withdrew their opposition on August 5, 2022 and it was dismissed without prejudice.

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.

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.

Thumzup® Advertisers are charged a “Per Post Fee.” By way of illustration, an Advertiser that buys 100,000

posts from Thumzup®, to pay out $10 per post to Thumzup® Creators, would purchase the posts for $13.00 each or $1,300,000.

Creators in this illustration would receive a total of $1,000,000 and Thumzup® would retain $300,000 for its services.

platform would facilitate 100,000 posts for the Advertiser from Thumzup® Creators sharing with their friends about their endorsed

products on social media.

Thumzup® App is 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.

past year, Thumzup announced it will soon offer payments in Bitcoin to its gig economy workforce

through its recently launched Account Specialist Program (ASP) (1).

reflects Thumzup’s commitment to innovative compensation solutions and its recognition of the growing demand for cryptocurrency

payments among gig workers.

Furthermore, the Company’s Board of Directors approved the purchase of up to $1 million in Bitcoin (2).

Thumzup® App can also facilitate digital word of mouth recommendations of products and services from people who do not need to make

extra money doing gigs, who are in fact quite affluent.

The Company believes that many people who are well off may also use the App to

recommend products and services to their network of friends on social media, many of whom may also be affluent.

https://www.globenewswire.com/news-release/2024/11/19/2983475/0/en/Thumzup-to-Use-Bitcoin-for-Payments-to-Gig-Economy-Workers.html

https://www.globenewswire.com/news-release/2024/11/15/2981922/0/en/Thumzup-Board-of-Directors-Approves-Bitcoin-as-Treasury-Reserve-Asset.html

Metrics as of March 4, 2025

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

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

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.

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.

Company has competitors in influencer marketing software companies as GRIN, #paid, CreatorIQ, Mavrck, Popular Pays, Tribe Dynamics, Aspire,

Influenster, Traackr, and Skeepers.

All of the above-named competitor influencer marketing software is focused on influencers who see

themselves as professional influencers.

To the best of the Company’s knowledge, these competitors are not building platforms designed

to turn social media creators into micro-influencers in the manner that the Company seeks to accomplish.

Rep is also an app that connects

brands with influencers who are interesting in promoting brands.

Rep’s app is different from Thumzup® because it is targeting

people who consider themselves influencers.

Company does not currently know of another business that is seeking to build a community of everyday people and empowering them to post

about brands that they love.

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.

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:

popularity, usefulness, ease of use, performance and reliability of the Thumzup® App and services compared to those of competitors;

ability, in and of itself as well as in comparison to the ability of competitors, to develop new apps, other products and services

and enhancements to then existing apps, products and services;

Company’s ad targeting and measurement capabilities, and those of its competitors;

size, composition and level of engagement of the Thumzup® App user communities relative to those of the Company’s competitors;

Company’s marketing and selling efforts, and those of its competitors;

pricing of the Thumzup® Apps and services relative to those of its competitors;

actual or perceived 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;

Company’s reputation and brand strength relative to its competitors.

of March 1, 2025, The Company has nine (9) full-time employees, as well as eighteen (18) marketing, sales, and operations independent

The Company also utilizes the services of approximately eight (8) contract software developers.

Seven (7) of these software

developers are third-party contractors and are located outside the United States.

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.

is located at 11845 W.

Olympic Blvd, Ste 1100W #13, Los Angeles, CA 90064.

Our telephone number is (800) 403-6150 and our Internet website

address is www.ThumzupMedia.com.

file or furnish electronically with the U.S.

Securities and Exchange Commission (“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.

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

(formerly, Thumzup Media Corporation), a Nevada corporation (“Datacentrex,” the “Company,” “we,”

“us,” or “our”) is 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 owned

and operated Scrypt-based proof-of-work (“PoW”) 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 preserve

capital and support opportunistic, accretive deployment.

Scrypt compute operations utilize specialized application-specific integrated circuit (“ASIC”) hardware to contribute hashrate

to the Litecoin blockchain.

Through merged-mining architecture, that same hashrate can simultaneously secure and validate additional

Scrypt-based networks, including Dogecoin and other auxiliary Scrypt chains, without incremental energy consumption.

This merged-mining

attribute allows a single deployment of compute and power to produce economic exposure to multiple networks, subject to protocol rules

and monetization mechanics.

August 18, 2025, Datacentrex, entered into an Agreement and Plan of Merger with TZUP Merger Sub, Inc., a wholly-owned subsidiary of the

Company, and Dogehash Technologies, Inc.

(“Doge”), a Nevada corporation, pursuant to which the Company agreed to acquire

Doge (the “Merger”).

As of the consummation of the Merger between Thumzup Media Corporation (“Thumzup”) and Doge,

the Company operates more than 3,100 Scrypt ASIC miners deployed across multiple geographically diversified colocation facilities.

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

are not a protocol developer.

We do not control any blockchain network and do not generate revenues from maintaining or updating any

open-source network protocol.

Our results depend on our ability to procure and operate compute infrastructure economically and to monetize

that compute in a manner that produces attractive risk-adjusted returns.

Company’s operations are principally operated remotely at various data centers throughout the United States.

The Company’s

principal address is 470 W 200 N STE 18, Salt Lake City, UT 84103 and its 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.

Information and History

current business was formed through a series of transactions involving an asset acquisition, a public-company business combination, and

a subsequent name change.

Media Corporation (“Thumzup”) was incorporated in the State of Nevada on October 27, 2020.

Thumzup was originally organized

as a technology company focused on social media advertising and content monetization.

July 2025, Doge acquired certain digital asset mining assets and related business operations from US Data & Energy, LLC (“USDE”)

pursuant to an asset purchase transaction.

These assets included ASIC miners and related equipment that were located at colocation facilities,

warehoused, on order, or in transit for digital asset compute activities.

Doge was acquired by Thumzup in the Merger.

Following completion of the Merger, the combined company changed its name to Datacentrex,

Company’s operations are principally operated remotely at various data centers throughout the United States.

The Company’s

principal address is 470 W 200 N STE 18, Salt Lake City, UT 84103 and its 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.

the context requires otherwise, references in this section to our “operations,” “fleet,” or “compute platform”

refer to the business and assets as operated by Datacentrex following the Merger.

August 18, 2025, Datacentrex entered into an Agreement and Plan of Merger (the “Merger Agreement”) with TZUP Merger Sub,

Inc., a wholly-owned subsidiary of Datacentrex (“Merger Sub”), and Dogehash Technologies, Inc.

(“Doge”), a Nevada

corporation, pursuant to which the Company agreed to acquire Doge.

December 15, 2025, Merger Sub and Doge filed Articles of Merger with the Nevada Secretary of State pursuant to which, effective as of

December 15, 2025, Merger Sub merged with and into Doge with Doge surviving as a wholly-owned subsidiary of the Company.

the terms of the Merger Agreement, the Company issued an aggregate of 13,835,188 shares of the Company’s common stock, and 16,239.812

shares of Series D Convertible Preferred convertible into an aggregate of 16,239,812 shares of common stock to the shareholders of Doge

in exchange for 100% of the outstanding capital stock of Doge.

December 15, 2025, the Company filed a Certificate of Amendment to its Amended and Restated Articles of Incorporation with the Secretary

of State of the State of Nevada to change its name to Datacentrex, Inc.

from Thumzup Media Corporation.

March 26, 2026, we 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 (i) 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.

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

Business Model

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:

and operating owned Scrypt ASIC hardware;

competitive power and physical hosting through colocation agreements;

operational discipline through monitoring, maintenance, configuration management, and rapid response to downtime;

hashrate primarily through a hashrate marketplace model (typically settling in Bitcoin);

treasury assets and cash with the objective of preserving capital while pursuing yield-enhancing and accretive opportunities consistent

with our risk management approach.

monetization approach is intended to reduce reliance on any single protocol-native payout stream and improve realized economics by seeking

transparent market pricing for compute and minimizing certain fees and conversion costs that can arise under traditional pool-based mining

Proof-of-Work Compute and Merged Mining

is a PoW hashing algorithm used by Litecoin and certain other digital asset networks, including Dogecoin.

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

supply dynamics, competition levels, and revenue drivers.

primarily contribute hashrate to the Litecoin blockchain.

Litecoin supports merged mining, which allows the same computational work used

to validate Litecoin 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.

mining does not create unlimited or guaranteed incremental economics.

Rewards attributable to auxiliary networks may vary based on protocol

parameters, network conditions, and monetization mechanics.

The Company remains exposed to market and network dynamics affecting Scrypt

compute generally, including changes in total network hashrate, mining difficulty, protocol reward structures, and transaction fee markets.

Monetization and Marketplace Model

PoW miners often monetize compute by connecting directly to a mining pool that aggregates hashrate from many miners and distributes protocol-native

rewards net of pool fees.

Under that approach, miners may then convert protocol-native rewards into other assets (including fiat currencies)

to fund operations or pursue a desired treasury exposure, which can introduce conversion costs, liquidity constraints, execution slippage,

and incremental operational complexity.

primarily monetize our Scrypt compute through a hashrate marketplace model.

In a hashrate marketplace, compute providers offer available

hashrate to third-party buyers seeking computational capacity for PoW validation.

Buyers pay a market-determined rate for hashrate, and

the marketplace coordinates matching, settlement, and operational routing.

Under this model, we generally receive compensation based

on prevailing market demand for Scrypt hashrate, with settlement typically denominated in Bitcoin.

believes that monetizing hashrate through a marketplace can, depending on market conditions, (i) improve realized pay rates for hashrate

relative to certain pool-based alternatives, (ii) reduce or eliminate certain pool participation fees and payout variance associated

with protocol-native distributions, and (iii) reduce the need for post-mining conversion transactions that may otherwise create incremental

Marketplace monetization also introduces reliance on marketplace operators and exposes the Company to operational and counterparty

risks associated with those platforms.

may utilize mining pools opportunistically or for redundancy;

however, we view marketplace monetization as a core component of our current

Our realized revenue under either model remains sensitive to market demand for compute, network-level dynamics, and overall

digital asset market conditions.

Recognition and Customers

Company generates revenue through the monetization of Scrypt compute via hashrate marketplaces.

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.

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.

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 is sold through marketplace mechanisms, the Company does not rely on a limited number of end customers and is not subject to

traditional customer concentration risk;

however, the Company remains dependent on the continued operation and liquidity of the marketplaces

through which it monetizes hashrate.

Operating Inputs

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.

difficulty and hashrate .

PoW networks dynamically adjust mining difficulty based on total network hashrate.

Increased network hashrate

typically increases difficulty, which reduces expected rewards per unit of hashrate deployed and can pressure margins if power costs

or monetization rates do not improve.

Conversely, declines in network hashrate can reduce difficulty and improve expected economics for

remaining miners.

costs and curtailment .

Electricity is a primary input cost.

Power rates, capacity charges, curtailment obligations, transmission

constraints, and other ancillary costs can materially affect profitability.

We may be required to curtail load or may voluntarily curtail

load when economically advantageous or contractually required.

and operational execution .

Because revenue depends on continuous operation of compute assets, uptime is a critical driver of realized

Equipment failures, facility outages, maintenance, networking issues, and configuration errors can reduce uptime and revenue.

supply and 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.

performance .

Our business depends on the performance of hosting providers, marketplace operators, custodians, and trading venues.

Counterparty failures, cybersecurity incidents, or operational disruptions could materially affect results.

Structure and Operating Leverage

Company’s cost structure consists primarily of power costs, hosting-related expenses, and depreciation of capitalized mining equipment.

is the primary operating cost of the Company’s compute operations.

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.

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.

and Operating Costs

Hosting-related

costs include facility services, power delivery infrastructure, networking, and site-level operations provided by colocation partners.

These costs may include both fixed and variable components depending on contractual terms and facility configuration.

equipment is capitalized and depreciated over its estimated useful life.

Hardware costs are not expensed as incurred, and operating margins

are therefore sensitive to both depreciation expense and the economic productivity of deployed equipment.

Leverage and Scale

scale does not inherently improve margins under a pure hosting model.

Meaningful margin expansion is primarily achievable through upstream

integration into power ownership or power-adjacent infrastructure.

If the Company were to acquire or control power generation, interconnection,

or other upstream assets, margins could expand significantly due to reduced energy costs and improved control over the cost structure.

There can be no assurance that such opportunities will be pursued or achieved.

Equipment and Hosting Arrangements

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.

of the consummation of the Merger, the Company operated more than 3,100 Scrypt ASIC miners, which are deployed across multiple colocation

The Company may hold certain equipment in inventory, in transit, or in staging for deployment, and may acquire additional

miners or components depending on expansion plans, equipment availability, and capital allocation priorities.

economic performance of the Company’s mining equipment depends on a number of factors, including hardware reliability, uptime,

network difficulty, power costs, and monetization rates.

Over time, competitive dynamics may require replacement, refurbishment, or redeployment

of equipment to maintain attractive operating economics.

Lifespan and Replacement Cycles

ASIC miners have finite useful lives and are subject to technological obsolescence over time.

However, the lifecycle dynamics of Scrypt

mining equipment differ from those of SHA-256 mining equipment used in Bitcoin mining.

Scrypt ASIC market is served by a limited number of manufacturers, and innovation cycles have historically occurred at a slower pace

relative to Bitcoin mining hardware.

As a result, Scrypt miners may retain economic usefulness for longer periods, and new hardware generations

may not render prior generations obsolete as rapidly as in other PoW markets.

believes these dynamics can support longer economic lifespans and residual value for Scrypt mining equipment relative to certain other

mining categories.

Nonetheless, future technological developments, changes in network economics, or shifts in competitive dynamics could

reduce the useful life or value of existing equipment.

and Colocation Arrangements

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

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.

Company currently operates 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.

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

believes that deploying equipment across multiple facilities and grid regions reduces reliance on any single site or power market.

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 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.

Liquidity, and Custody

manage digital assets and cash as part of a dynamic treasury and capital allocation strategy intended to preserve capital, maintain liquidity,

and enhance long-term value creation.

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.

utilize institutional custodians and trading platforms for custody and execution, including Anchorage Digital and Coinbase Prime, and

are subject to risks associated with third-party custodians and trading venues, including cybersecurity risk, operational risk, legal

and regulatory risk, and counterparty risk.

Infrastructure

and Power Strategy

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.

evaluates opportunities to expand and, where attractive, vertically integrate upstream through acquisitions or developments involving

powered land, interconnection capacity, electrical infrastructure, or operating data-center assets.

Such opportunities may improve cost

control and strategic flexibility but can require significant capital, permitting and regulatory execution, and operational integration.

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.

Strengths and Strategic Position

believes Datacentrex is competitively positioned within the Scrypt compute market and broader digital infrastructure landscape due to

a combination of operational execution, capital availability, and strategic relationships.

believes the Scrypt ASIC hardware market is currently highly concentrated, with a limited number of manufacturers capable of producing

Scrypt mining equipment at scale.

As a result, access to next-generation hardware may be constrained and may serve as a significant barrier

to entry for new or under-capitalized participants.

Furthermore, Datacentrex has developed long-standing commercial relationships with

leading manufacturers and suppliers of Scrypt ASIC hardware.

These relationships have historically enabled the Company to access new

generations of equipment earlier than many market participants, secure meaningful allocation during periods of constrained supply, and

deploy hardware at scale with greater predictability.

Management believes this sourcing capability represents a strategic moat, as early

access to next-generation equipment can materially affect operating economics, competitiveness, and capital efficiency in PoW compute

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.

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.

Datacentrex’s

compute platform, capital structure, and operational expertise provide strategic flexibility.

Management believes the Company is positioned

not only to scale Scrypt compute operations but also to evaluate acquisitions, joint ventures, or infrastructure investments that may

further enhance access to power, equipment, or operating capabilities.

compete across multiple markets, including specialized digital compute, digital asset mining, data-center infrastructure, and transaction-driven

capital deployment.

compute operators .

The Scrypt compute sector is less institutionally saturated than Bitcoin mining and is characterized by a limited

number of scaled operators.

There are few publicly traded companies operating Scrypt compute as a primary line of business.

from time to time, other entities have and may announce strategic transactions intended to establish Scrypt-focused platforms.

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.

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;

Cipher Mining;

Core Scientific;

Marathon Digital;

Northern Data;

Riot Platforms;

Digi Power X;

and TeraWulf.

asset treasury and yield-oriented companies .

Certain companies focus on digital asset treasury strategies or ecosystem-based yield

generation, including strategies focused on Dogecoin.

These companies generally do not operate energy-intensive compute fleets at scale.

While we do not consider these companies direct competitors with respect to our compute operations, they may compete indirectly for investor

capital or thematic exposure.

infrastructure owners and operators .

As we evaluate opportunities to acquire or develop infrastructure assets upstream, we compete

with traditional data-center developers, owners, and operators.

Competition in this segment is driven by access to power and interconnection,

speed of deployment, permitting and regulatory execution, engineering capabilities, and cost of capital.

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.

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.

intend to maintain flexibility to pursue mergers, acquisitions, asset purchases, joint ventures, and strategic investments across digital

infrastructure, compute-enabled services, energy-adjacent infrastructure, and other asset-backed operating businesses.

We may evaluate

opportunities both within and outside the digital asset ecosystem.

Management may adjust strategic focus over time in response to market

conditions, regulatory developments, capital availability, and risk-adjusted return opportunities.

Scope and Capital Allocation Boundaries

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.

Cryptocurrency

business is subject to evolving 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.

on recent guidance from the SEC, we do not believe that our Scrypt-based PoW 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 on our business and operations.

operations may also be affected by utility regulation, interconnection and grid constraints, demand response and curtailment programs,

environmental regulation, and permitting requirements applicable to energy-intensive operations.

does not rely on patents or licensed proprietary protocols to conduct its operations.

However, the Company has developed and maintains

proprietary internal software systems that are integral to the operation, monitoring, and management of its compute infrastructure and

related assets.

internal systems are designed to support real-time and near-real-time monitoring of site-level and fleet-level operations, including,

among other things:

miner status and uptime across facilities;

● identifying

non-functioning or underperforming miners;

pool and marketplace connectivity and routing;

hashrate output and revenue throughput;

power usage and site-level electrical performance;

● maintaining

inventory tracking for deployed, staged, and inactive equipment.

believes these internally developed systems improve operational responsiveness, reduce downtime, support efficient troubleshooting, and

enhance visibility into fleet performance and asset utilization.

While such software does not eliminate operational risk, it is intended

to support disciplined execution at scale.

addition, the Company relies on a combination of internally developed tools and third-party software and services for monitoring, fleet

management, cybersecurity, data aggregation, and operational administration.

Datacentrex takes steps intended to protect its internally

developed software and data through access controls and security practices, although it does not hold registered intellectual property

rights in such systems.

of April 13, 2026, we had two full-time employees, as well as nine investor relations, accounting, legal and operations independent

We are not a party to any collective bargaining agreements.

We believe that we maintain good relations with our employees.

website address is www.datacentrex.com.

The contents of, or information accessible through, 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 U.S.

and Exchange Commission (“SEC” or “Commission”), including our Annual Reports on Form 10-K, Quarterly Reports

on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports, available free of charge on our website as soon as reasonably

practicable after we file such reports with, or furnish such reports to, the SEC.

The public may read and copy the materials we file

with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549.

The public may obtain information on

the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

Additionally, the SEC maintains an Internet site that

contains reports, proxy and information statements and other information.

The address of the SEC’s website is www.sec.gov.

information contained in the SEC’s website is not intended to be a part of this Annual Report.

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