What changed in this filing

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Item 1A. Risk Factors

2026-04-13 compared with 2025-03-11 · 1761 added, 1145 removed, 5 unchanged (100% of the section changed)

Risk Factors.

investment in our in our common stock involves a high degree of risk.

The risks described below include the principal material risks

to our company or to investors that are known to our company.

You should carefully consider the risks described below together with the

other information contained in this Form 10-K.

If any of the following risks actually occur, our business, financial condition and results

of operations could be materially harmed.

As a result, should a trading market develop, as to which no assurance can be given, the trading

price of our common stock could decline, and investors might lose all or part of their investment.

Relating to Our Business

addition to the other information in this Annual Report, you should carefully consider the following factors in evaluating us and our

This Annual Report on Form 10-K contains, in addition to historical information, forward-looking statements that involve risks

and uncertainties, some of which are beyond our control.

Should one or more of these risks and uncertainties materialize or should underlying

assumptions prove incorrect, our actual results could differ materially.

Factors that could cause or contribute to such differences include,

but are not limited to, those discussed below, as well as those discussed elsewhere in this Form 10-K, including the documents incorporated

by reference.

are risks associated with investing in companies such as ours who are primarily engaged in research and development.

In addition to risks

which could apply to any company or business, you should also consider the business we are in and the following:

Company is a recently formed company with an unproven business plan, has not yet established profitable operations and has generated

minimal revenue.

Company has principally funded its operations through the sale of equity and equity instruments, including sales of common stock of $7,339,477

and $1,573,891, net offering costs, along with sales of preferred stock of $805,000 and $0, during the years ended December 31, 2024

and 2023, respectively.

As the Company moves forward in developing its technology and commercializing the Thumzup® mobile application

(the “Thumzup® App” or “App”), or as it responds to potential opportunities and/or adverse events, the Company’s

working capital needs may change.

Pending its ability to generate adequate cash flow, as to which no assurance can be given, the Company

likely will continue to incur significant losses in the foreseeable future for various reasons, including unforeseen expenses, difficulties,

complications, and delays, and other unknown events.

As a result, the Company will require additional funding to sustain its ongoing

operations and to continue its research and development activities.

The Company cannot assure that its available funds will be sufficient

to meet its anticipated needs for working capital and capital expenditures through any period of twelve months.

Company’s ability to generate positive cash flow will be dependent upon its ability to recruit and retain Advertisers and Creators.

The Company can give no assurances it will generate sufficient cash flows in the future to satisfy its liquidity requirements or sustain

continuing operations, or that additional funding, if required, will be available when needed or, if available, on favorable terms.

Company’s ability to generate positive cash flow will be dependent upon its ability to recruit and retain Advertisers and Creators.

The Company can give no assurances it will generate sufficient cash flows in the future to satisfy its liquidity requirements or sustain

continuing operations, or that additional funding, if required, will be available when needed or, if available, on favorable terms.

Company was formed in October 2020 and has not yet established profitable operations and has generated nominal revenue.

the year ended December 31, 2024, we incurred a net loss available to shareholders of $3,999,905 primarily due to software research and

development expenses of $244,909, marketing expenses of $1,395,961, and general and administrative expenses of $653,611.

ended December 31, 2023, we incurred a net loss available to shareholders of $3,324,180 primarily due to software research and development

expenses of $513,088, marketing expenses of $855,270, professional and consulting expenses of $727,554, and general and administrative

expenses of $395,624.

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

As noted previously, the Company has incurred operating losses since inception and expects to continue to incur losses as a result of

expenses related to research and continued development of its technology, marketing expense, and corporate general and administrative

Company has principally funded its operations through the sale of equity and equity instruments, including sales of common stock of $7,339,477

and $1,573,891, net offering costs, along with sales of preferred stock of $805,000 and $0, during the years ended December 31, 2024

and 2023, respectively.

of December 31, 2024, the Company had total Shareholders’ equity of $4,767,261, an accumulated deficit of $9,691,708, and cash

and cash equivalents of approximately $4,680,840.

Although the Company had cash on hand of $4,680,840 as of December 31, 2024, there

is no assurance that these funds will prove adequate beyond twelve months.

the event that the Company is unable to generate sufficient cash from its operating activities or raise additional funds, it may be required

to delay, reduce or severely curtail its operations or otherwise impede the Company’s on-going business efforts, which could have

a material adverse effect on its business, operating results, financial condition and long-term prospects.

breaches and other disruptions could compromise the Company’s information and expose it to liability, which would cause its business

and reputation to suffer.

the ordinary course of the Company’s business, it may collect and store sensitive data, including intellectual property, proprietary

business information, proprietary business information of its customers, including, credit card and payment information, and personally

identifiable information of customers and employees.

The secure processing, maintenance, and transmission of this information is critical

to the Company’s operations and business strategy.

As such, the Company is subject to federal, state, provincial and foreign laws

regarding privacy and protection of data.

Some jurisdictions have enacted laws requiring companies to notify individuals of data security

breaches involving certain types of personal data and the Company’s agreements with certain customers require it to notify them

in the event of a security incident.

Evolving regulations regarding personal data and personal information, in the European Union and

elsewhere, including, but not limited to, the General Data Protection Regulation (GDPR), and the California Consumer Privacy Act of 2018,

especially relating to classification of IP addresses, machine identification, location data and other information, may limit or inhibit

the Company’s ability to operate or expand its business.

Such laws and regulations require or may require the Company or its customers

to implement privacy and security policies, permit consumers to access, correct or delete personal information stored or maintained by

the Company or its customers, inform individuals of security incidents that affect their personal information, and, in some cases, obtain

consent to use personal information for specified purposes.

Company intends to take reasonable steps to protect the security, integrity and confidentiality of the information it collects, uses,

stores, and discloses, and it takes steps to strengthen its security protocols and infrastructure, however, the Company’s information

technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance, or other disruptions.

The Company also could be negatively impacted by software bugs or other technical malfunctions, as well as employee error or malfeasance.

Advanced cyber-attacks can be multi-staged, unfold over time, and utilize a range of attack vectors with military-grade cyber weapons

and proven techniques, such as spear phishing and social engineering, leaving organizations and users at high risk of being compromised.

Any such access, disclosure, or other loss of information could result in legal claims or proceedings, liability under laws that protect

the privacy of personal information, regulatory penalties, a disruption of the Company’s operations, damage to its reputation,

a loss of confidence in the Company’s business, early termination of its contracts and other business losses, indemnification of

its customers, liability for stolen assets or information, increased cybersecurity protection and insurance costs, financial penalties,

litigation, regulatory investigations and other significant liabilities, any of which could materially harm and adversely affect the

Company’s business, revenues, and competitive position.

Company is dependent on third parties to, among other things, maintain its servers, provide the bandwidth necessary to transmit content,

and utilize the content derived therefrom for the potential generation of revenues.

Company depends on third-party service providers, suppliers, and licensors to supply some of the services, hardware, software, and operational

support necessary to provide some of its products and services.

Some of these third parties do not have a long operating history or may

not be able to continue to supply the equipment and services the Company desires in the future.

If demand exceeds these vendors’

capacity, or if these vendors experience operating or financial difficulties or are otherwise unable to provide the equipment or services

the Company needs in a timely manner, at its specifications and at reasonable prices, the Company’s ability to provide some products

and services might be materially adversely affected, or the need to procure or develop alternative sources of the affected materials

or services might delay its ability to serve its users.

These events could materially and adversely affect the Company’s ability

to retain and attract users, and have a material negative impact on its operations, business, financial results, and financial condition.

the Company does not intend to pay any cash dividends on its shares of common stock in the near future, shareholders will not be able

to receive a return on their shares unless and until they sell them.

Company intends to retain a significant portion of any future earnings to finance the development, operation and expansion of its business.

The Company does not anticipate paying any cash dividends on its Common Stock in the near future.

The declaration, payment, and amount

of any future dividends will be made at the discretion of the Company Board of Directors, and will depend upon, among other things, the

results of operations, cash flows, and financial condition, operating and capital requirements, and other factors as its Board of Directors

considers relevant.

There is no assurance that future dividends will be paid, and, if dividends are paid, there is no assurance with

respect to the amount of any such dividend.

Unless the Board of Directors determines to pay dividends, Shareholders will be required

to look to appreciation of the Company’s Common Stock to realize a gain on their investment.

There can be no assurance that this

appreciation will occur.

Company is dependent on key personnel.

Company’s continued success will depend, to a significant extent, on the services of its Directors, executive management team,

and key personnel – including Chairman and Chief Executive Officer Robert Steele.

If one or more of these individuals were to leave,

there is no guarantee the Company could replace them with qualified individuals in a timely or economically satisfactory manner or at

The loss or unavailability of any or all of these individuals could harm the Company’s ability to execute its business plan,

maintain important business relationships and complete certain product development initiatives, which would have a material adverse effect

on its business, results of operations and financial conditions.

Company may not be able to successfully execute the business plan.

Company is raising significant amounts of capital in order to scale its operations.

This will allow the Company to expand its operations

and continue to build out its business model.

There is no guarantee that the Company will be able to achieve or sustain the foregoing

within the anticipated timeframe, or at all - even though the Company’s Directors and Officers are industry professionals.

Company may exceed the budget, encounter obstacles in development activities, or be hindered or delayed in implementing the Company’s

plans, any of which could imperil the Company’s ability to execute its business plan.

Company is a new company with a brief operating history, no revenue and an untested business plan which may not be accepted in the markets

in which it intends to operate.

Company was formed in Nevada in October 2020 and will encounter difficulties, including unforeseen difficulties as an early-stage company

in establishing the credibility of its brand and service.

Company will incur net losses in the foreseeable future if it is unable to anticipate market trends and match its service offerings to

market patterns.

The Company’s business strategy is unproven, and it may not be successful in addressing early-stage challenges,

such as establishing the Company’s position in the market and developing effective marketing of its Thumzup® App.

its business plan, the Company may be required to obtain additional financing but cannot guaranty that such additional financing will

be available.

Company’s prospects must be considered highly speculative, considering the risks, expenses, and difficulties frequently encountered

in the establishment of a new business with an unproven business plan, specifically the risks inherent in developmental stage companies

seeking to have mobile app users with limited number social media followers endorse products or services at a level that Advertisers

will seek to fund and support.

The Company expects to continue to incur significant operating and capital expenditures and, as a result,

it expects significant net losses in the future.

The Company cannot assure that it will be able to achieve positive cash flow operations

or, if achieved, that positive cash can be maintained for any significant period, or at all.

the Company believes that its business strategy addresses an underserved but significant niche of market segment utilizing important

Creators or consumers whom it defines as “micro-influencers,” the Company may not be successful in the implementation of

its business strategy or its business strategy may not be successful, either of which will impede the Company’s development and

The Company’s business strategy involves attracting a large number of Creators who are active in social media and who are

willing to make recommendations over the Thumzup® App with Advertisers who find the Company’s service cost effective in generating

sales and market support.

The Company’s ability to implement this business strategy is dependent on its ability to:

concerns of Advertisers;

and engage Advertisers;

a large number of end users to adopt the Thumzup® App;

brand recognition and customer loyalty;

growth in administrative overhead costs during the initiation of the Company’s business efforts.

Company does not know whether it will be able to successfully implement its business strategy or whether the Company’s business

strategy will ultimately be successful.

In assessing the Company’s ability to meet these challenges, a potential Investor should

consider the Company’s lack of operating history and brand recognition, its focus on nano-influencer Creators, management’s

relative inexperience, the competitive conditions existing in its industry and general economic conditions and consumer discretionary

spending habits.

The Company’s growth is largely dependent on its ability to successfully implement its business strategy.

Company’s revenue may be adversely affected if it fails to implement its business strategy or if the Company diverts resources

to a business strategy that ultimately proves unsuccessful.

Company has not yet established brand identity and customer loyalty .

Company believes that establishing and maintaining brand identity and brand loyalty is critical to attracting and retaining active users

to the Thumzup® App program.

In order to attract Thumzup® App Creators to the Company’s program quarter over quarter, the

Company may need to spend substantial funds to create and maintain brand recognition among Thumzup® App users.

If the Company’s

branding efforts are not successful, its ability to earn revenues and sustain its operations will be materially impaired.

and enhancement of the Thumzup® App will also depend on the Company’s success in consistently providing high-quality, ease-of-use,

fun-to-share products or recommended services to the Company’s App users.

Since the Company relies on technology partners to provide

portions of the service to its customers, if the Company’s suppliers do not send accurate and timely data, or if its customers

do not perceive the products it offers as attractive or superior, the value of the Thumzup® brand could be harmed.

Any brand impairment

or dilution could decrease the attractiveness of Thumzup® to one or more of these groups, which could harm the Company’s business,

results of operations and financial condition.

Company cannot assure investors that the Thumzup® App will be accepted.

of demand and market acceptance of service offerings are subject to a high level of uncertainty and challenges to implementation.

success of the Company’s service offerings primarily depends on the interest of Creators joining its service, as to which it cannot

assure to prospective Investors.

In general, achieving market acceptance for the Company’s services will require substantial marketing

efforts and the expenditure of significant funds, the availability of which the Company cannot be assured, to create awareness and demand

among customers.

The Company has limited financial, personnel and other resources to undertake extensive marketing activities.

no assurance can be given as to the acceptance of the Thumzup® App services or the Company’s ability to generate the revenues

necessary to remain in business.

better financed competitor may enter the marketplace, cause the Company’s market share or acceptance rates to plummet and adversely

affect its ability to sustain viable operations.

platforms are in operation for professional or large-scale influencers, to the Company’s knowledge no other company is currently

offering Advertisers a scalable platform to activate everyday end-user micro-influencers who do not possess a large legion of followers.

The success of the Company’s service offerings primarily depends on the interest of Creators and Advertisers joining its service,

as opposed to a similar service offered by a competitor catering to celebrities or other large-scale influencers.

If a direct competitor

having greater human and cash resources enters the market targeting micro-influencers, the Company’s achieving market acceptance

for the Thumzup® App may require additional marketing efforts and the expenditure of significant funds to create awareness and demand

among customers.

The Company has limited financial, personnel and other resources to undertake additional marketing activities.

the Company may be unable to compete, its operations may suffer, and it may suffer greater losses.

the Company may own various intellectual property rights, these rights may not provide it with any competitive advantage .

Company uses “Thumzup®” as a brand name, however it cannot assure prospective Investors that the services it sells, or

that its brand name will not infringe on the intellectual property rights of others, or that the Company’s assertions of intellectual

property rights will be enforceable or provide protection against competitive products or otherwise be commercially valuable.

enforcement of intellectual property rights typically requires time-consuming and costly litigation, and the Company cannot assure that

others will not independently develop substantially similar products.

Company’s future financial results are uncertain and its operating results may fluctuate, due to, among other things, consumer

trends, the impact of COVID on advertising budgets and App user activity, competition, and changing social media behaviors.

a result of the Company’s lack of operating history, it is unable to forecast market penetration or anticipated revenue and it

has little historical financial data upon which to base planned operating expenses.

The Company bases its current and future expense

levels on its operating plans and estimates of future expenses.

The Company’s expenses are dependent in large part upon expenses

associated with its proposed marketing expenditures and related overhead expenses, and the costs of hiring and maintaining qualified

personnel to carry out its respective services.

Sales and operating results are difficult to forecast because they will depend on the

growth of the Company’s customer base, changes in customer demands based on consumer trends, the degree of utilization of its advertising

services as well as the mix of products and services sold by its Advertisers.

a result, the Company may be unable to make accurate financial forecasts and adjust its spending in a timely manner to compensate for

any unexpected revenue shortfall.

This inability could cause the Company’s net losses in a given period to be greater than expected

and could further cause continuing greater losses period over period.

Company’s ability to succeed will depend on the ability of its management to control costs .

Company has used reasonable commercial efforts to assess and predict costs and expenses based on the and restricted cash experience of

its management.

However, the Company has a limited operating history upon which to base predictions.

Implementing its business plan may

require more employees, equipment, supplies or other expenditure items than the Company has predicted.

Similarly, the cost of compensating

additional management, employees and consultants or other operating costs may be more than its estimates, which could result in sustained

personnel of the Company do not devote full time to the affairs of the Company and could allocate their time and attention to other business

ventures which may not benefit the Company.

Company’s Officers and Directors may engage in other activities.

Although there are none known to the Company, the potential for

conflicts of interest exists among the Officers, Directors, and affiliated persons for future business opportunities that may not be

presented to the Company.

The Company’s Officers and Directors may have conflicts of interests in allocating time, services, and

functions between the other business ventures in which those persons may be or become involved.

The Company’s Officers and Directors

however believe that the business will have sufficient staff, consultants, employees, agents, contractors, and managers to adequately

conduct its business.

Company’s Officers, Directors, and employees are entitled to receive compensation, payments and reimbursements, regardless of whether

it operates at a profit or a loss.

compensation received by the Officers, management personnel, and Directors, and for the Company’s founders will be determined from

time to time by the Board of Directors.

The Company’s Officers, Directors and management personnel will be reimbursed for any out-of-pocket

expenses incurred on their behalf.

or “layering” of multiple risk factors may significantly increase the risk of loss on share of the Company’s common

the various risks discussed in this report are generally described separately, investors should consider the potential effects of the

interplay of multiple risk factors.

Where more than one significant risk factor is present, the risk of loss to an investor may be significantly

In considering the potential effects of layered risks, an Investor should carefully review the descriptions of the shares.

business is sensitive to consumer spending, inflation and economic conditions.

purchases of discretionary retail items and restaurants may be adversely affected by national and regional economic, market and other

conditions such as employment levels, salary and wage levels, the availability of consumer credit, inflation, high interest rates, high

tax rates, high fuel prices, the threat of a pandemic or other health crisis (such as COVID-19) and consumer confidence with respect

to current and future economic, market and other conditions.

Consumer purchases may decline during recessionary periods or at other times

when unemployment is higher or disposable income is lower.

These risks may be exacerbated for retailers such as our Advertisers.

willingness to make discretionary purchases may decline, may stall or may be slow to increase due to national and regional economic conditions.

Our financial performance is particularly susceptible to economic and other conditions in regions or states where we have a significant

There remains considerable uncertainty and volatility in the national and global economy.

Further or future slowdowns or disruptions

in the economy, market and other conditions could adversely affect mall traffic and new mall and shopping center development and could

materially and adversely affect us and our business strategy.

We may not be able to sustain or increase our current net sales if there

is a decline in consumer spending.

deterioration of economic conditions and future recessionary periods may exacerbate the other risks faced by our business, including

those risks we encounter as we attempt to execute our business plans.

Such risks could be exacerbated individually or collectively.

Invasion of Ukraine may negatively impact our business.

February 24, 2022, Russia launched an invasion of Ukraine which has resulted in increased volatility in various financial markets and

across various sectors.

The United States and other countries, along with certain international organizations, have imposed economic

sanctions on Russia and certain Russian individuals, banking entities and corporations as a response to the invasion.

The extent and

duration of the military action, resulting sanctions and future market disruptions in the region are impossible to predict.

the ongoing effects of the hostilities and sanctions may not be limited to Russia and Russian companies and may spill over to and negatively

impact other regional and global economic markets of the world, including Europe and the United States.

The ongoing military action along

with the potential for a wider or nuclear conflict could further increase financial market volatility and cause negative effects on regional

and global economic markets, industries, and companies.

It is not currently possible to determine the severity of any potential adverse

impact of this event on the financial condition of any of the Company’s securities, or more broadly, upon the global economy.

of our outsourced developers are based in Pakistan and our product development could be impacted by conflict in the Middle East.

economy is heavily dependent on exports and subject to high interest rates, economic volatility, inflation, currency devaluations, high

unemployment rates and high level of debt and public spending.

There is also the possibility of nationalization, expropriation or confiscatory

taxation, security market restrictions, political changes, government regulation, a conflict with India, or diplomatic developments (including

war or terrorist attacks), which could affect adversely the economy of Pakistan or the ability of the Company to continue developing

its platform.

As an emerging country, Pakistan’s economy is susceptible to economic, political and social instability;

investment in our common stock involves a high degree of risk.

You should carefully consider the following risk factors and the other

information in this Annual Report before investing in our common stock.

Our business and results of operations could be seriously harmed

by any of the following risks.

The risks set out below are not the only risks we face.

Additional risks and uncertainties not currently

known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or

operating results.

If any of the following events occur, our business, financial condition and results of operations could be materially

adversely affected.

In such case, the value and trading price of our common stock could decline, and you may lose all or part of your

Related to our Business

are an early-stage company with limited operating history.

are an early-stage company currently and have a limited operating history.

We have not maintained consistent profitability from period

to period, and no assurances can be made that we will achieve consistent profitability in the near future, if ever.

Accordingly, you

should consider our business prospects in light of the costs, uncertainties, delays, and difficulties frequently encountered by companies

in the early stages of development.

Potential investors should carefully consider the risks and uncertainties that a company with a limited

operating history will face.

In particular, potential investors should consider that we may be unable to:

implement or execute our business plan, or demonstrate that our business plan is sound;

to changing conditions or keep pace with increased demand;

and retain an experienced management team;

sufficient funds to effectuate our business plan.

have a short operating history in the cryptocurrency mining space, and our new business is subject to a number of significant risks and

uncertainties which affect its future viability.

of December 31, 2025, Doge had invested approximately $29 million towards the development of its new cryptocurrency mining business.

Doge entered into agreements and arrangements for equipment and services but has only recently commenced cryptocurrency mining operations.

Among the risks and uncertainties applicable to the Company and its operations are:

July of 2025, Doge acquired approximately 3,100 application-specific integrated circuit computer

miners from USDE;

September 24, 2025, prior to the acquisition, we loaned $2.5 million at a rate of 8% per

annum to Doge, which was anticipated to support the addition of more than 500 new ASIC miners;

will rely upon a third-party to conduct most of our mining operations and will have very

limited control over our operations;

are a limited number of available miners or cryptocurrency computers and the demand from

competitors is fierce;

of supply chain disruptions including those relating to computer chips, we could encounter

delivery delays or other difficulties with the purchase, installation and operation of our

mining equipment at our facilities, which would adversely affect our ability to generate

material revenue from operations;

are a growing number of well capitalized cryptocurrency mining companies, which competitors

have significant capital resources, a large supply of miners, and management with significant

experience in cryptocurrency mining;

from governments such as China, together with pending legislation in Congress and other regulatory

initiatives threaten the ability to use cryptocurrencies as a medium of exchange;

may not be able to liquidate our holdings of cryptocurrencies at its desired prices if a

material decline in market prices occurs and this could negatively impact our future financial

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

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

all of these reasons, our cryptocurrency mining business may not be successful and you may lose all of your investment.

of critical systems related to our offerings and/or infrastructure could have a material adverse effect on our business, financial condition,

and results of operations.

critical systems related to our offerings and infrastructure are subject to failure.

Failure of any of our or our colocation hosts’

critical systems, including a breakdown in critical plant, equipment or services, routers, switches or other equipment, power supplies,

or network connectivity, whether or not within our control, could result in service interruptions to us and/or damage to equipment, which

could significantly disrupt business operations, harm our reputation, and reduce our revenue.

The destruction or severe impairment of

any of the facilities where our equipment is hosted could result in significant downtime.

or our colocation hosts’ infrastructure and offerings are subject to temporary or permanent interruption by factors that include

but are not limited to:

loss or plant downtimes;

error and accidents;

sabotage, and vandalism, including security breaches of infrastructure;

by us or our suppliers to provide adequate service or maintain equipment and buildings;

connectivity downtime and fiber cuts;

interruptions resulting from server relocation;

breaches of infrastructure;

or inadequate building maintenance;

electronic, and cybersecurity breaches;

earthquake, hurricane, tornado, flood, and other natural disasters as well as exposure to extreme temperatures and water damage;

temperatures;

health crises, such as pandemics and epidemics;

conflict, terrorism or other geopolitical events.

occurrence of any of these events may have a material adverse effect on our business, financial condition, and results of operations.

Moreover, service interruptions and equipment failures may expose us to potential legal liability.

operations are concentrated across a limited number of third-party colocation facilities, and an outage, service degradation, or operational

disruption at any one facility could materially reduce our hashrate and revenue.

Because our mining equipment is deployed in third-party

environments, our ability to prevent, detect, and remediate certain events may be constrained by the policies, procedures, staffing,

maintenance practices, security posture, and incident-response timelines of our colocation hosts and their upstream providers.

relocating or redeploying mining equipment at scale can be time-consuming and costly due to logistical constraints, limited near-term

capacity in comparable facilities, permitting or interconnection lead times applicable to hosts, shipping delays, and the need to reconfigure

infrastructure, all of which could extend downtime and increase costs.

Any prolonged interruption, reduced availability, or inability

to promptly transition to an alternative hosting solution could have a material adverse effect on our business, financial condition,

and results of operations.

business may be heavily impacted by geopolitical, social, economic, and other events and circumstances in the United States, or elsewhere.

business may be heavily impacted by geopolitical, social, economic, and other events and circumstances in the United States, and elsewhere.

These include natural disasters, health pandemics (like the COVID-19 pandemic), geopolitical tensions sanctions or other restrictive

actions, interest rate fluctuations, inflationary issues and associated changes in monetary policy or potential economic recession, commodity

prices, legislative and regulatory changes, foreign currency fluctuations, international tariffs, fluctuations in capital markets, and

broad trends in industry and finance.

For example, equipment necessary for our operations and our offerings is manufactured in large

part outside of the United States.

There is currently significant uncertainty about the future relationship between the United States

and other countries, including Canada, Mexico, China, the European Union, and others, with respect to trade policies, treaties, tariffs,

These events and circumstances are largely outside of our influence and control and, while the impact of such events or circumstances

is not presently known, any of them could adversely affect our business, financial condition, and results of operations.

face significant competition and may not be able to compete effectively against our current and future competitors.

industries in which we operate are highly competitive and continuously evolving.

We expect competition to further intensify as existing

and new competitors introduce new offerings or enhance existing offerings and as the industries that we operate in continue to grow.

As we continue to expand in our existing markets and enter new markets, we compete against an increasing number of companies operating

both within North America and abroad, that may be more established or have greater financial and other resources and/or expertise.

by the proliferation of energy-intensive applications such as cryptocurrency mining and high-performance computing (“HPC”),

demand for energy capacity continues to outpace supply.

For example, HPC workloads require high-density infrastructure with capacity

demands multiples greater than legacy data centers can provide, while cryptocurrency mining remains a competitive market that requires

operational efficiency and low-cost energy at scale.

At the same time, supply chain disruptions and regulatory constraints have extended

lead times for critical infrastructure, including graphics processing units (“GPUs”), application-specific integrated circuits

(“ASICs”), generators, and transformers.

Grid interconnection bottlenecks have further constrained access to power and digital

infrastructure development.

In this evolving landscape, we compete directly with cloud services providers, digital infrastructure developers,

and large-scale cryptocurrency miners.

The nature of competition varies across the layers of our platform:

We compete primarily for access to powered land and pre-powered colocation offerings;

We compete primarily for, specialized hardware, and Scrypt rewards.

are subject to risks associated with our need for significant electrical power.

operations require significant amounts of electrical power and our business, financial condition, and results of operations may be impacted

by the unavailability of power and price fluctuations in the power market.

Market prices for power, capacity, and other ancillary services

applicable to our colocation hosts are unpredictable and tend to fluctuate substantially.

Unlike most other commodities, electric power

can only be stored on a very limited basis and generally must be produced concurrently with its use.

As a result, power prices are subject

to significant volatility due to supply and demand imbalances, especially in the day-ahead and spot markets.

Power availability and prices

may also be materially impacted by other factors outside of our control, including:

in generation capacity in our markets, including changes in the supply of power as a result of the development of new plants, expansion

or reduction of existing plants, the continued operation of uneconomic power plants due to state subsidies, or additional or reduced

transmission capacity;

environmental

regulations and legislation;

supply disruptions, including plant outages and transmission disruptions;

in power transmission infrastructure;

price volatility;

transportation capacity constraints or inefficiencies;

of new fuels, new technologies, and new forms of competition for the production of power;

in law, including judicial decisions;

conditions, including extreme weather conditions and seasonal fluctuations, including the effects of climate change;

in commodity prices and the supply of commodities, including natural gas, coal, and oil;

in the demand for power or in patterns of power usage;

and political conditions;

and demand for energy commodities;

chain disruption of electrical components needed to transmit energy;

of competitively priced alternative energy sources;

to procure satisfactory levels of inventory;

in capacity prices and capacity markets.

factors and the associated fluctuations in power availability and prices could affect wholesale power generation profitability and cost

of power for our operations.

We currently draw power from various power sources, which include the MISO grid, the ERCOT grid, and the

Georgia Power grid.

Power grids, including those we rely on, subject us to a variety of risks, including the breakdown or failure of

equipment, accidents, security breaches, viruses or outages affecting information technology systems, labor disputes, obsolescence, delivery/transportation

problems, disruptions of fuel supply, and performance below expected levels.

These events may impact our ability to conduct our businesses

efficiently and lead to increased costs, expenses, or losses.

there can be no assurance that power suppliers will service our colocation partner facilities or that, once they have entered into a

power purchase agreement, such suppliers will continue to provide them with power for any period of time.

These agreements may be terminated,

or our colocation hosts may lose access to power under certain circumstances, and replacement power may not be available on commercially

reasonable terms, or at all, particularly in light of limited power availability and grid constraints in many markets.

The inability

of our colocation hosts to secure or maintain adequate power arrangements could have a material adverse effect on our business, financial

condition, and results of operations.

Moreover, there may be significant competition for suitable locations with access to affordable

power as we look to expand our operations.

may be exposed to cybersecurity threats and breaches.

to network and data security are increasingly diverse and sophisticated and security breaches, computer malware and computer hacking

attacks have been an increasing concern.

Despite our efforts and processes in place to prevent them, our computer servers and systems

may be vulnerable to cybersecurity risks, including denial-of-service attacks, physical or electronic break-ins, employee theft or misuse

and similar disruptions from unauthorized tampering.

As techniques used to breach security change frequently and are generally not recognized

until launched against a target, we may not be able to promptly detect that a cyber breach has occurred, implement security measures

in a timely manner or, if and when implemented, we may not be able to determine the extent to which these measures could be circumvented.

Recent developments in the cyber threat landscape include use of artificial intelligence (“AI”) and machine learning, as

well as an increased number of cyber extortion and ransomware attacks, with the potential for higher ransom demand amounts and increasing

sophistication and variety of ransomware techniques and methodology.

Further, any adoption of AI by us or by third parties may pose new

security challenges.

A party who is able to compromise the security measures on our networks or the security of our infrastructure could

misappropriate the proprietary or sensitive information of us.

We also may be required to expend significant capital and resources to

protect against such threats or to alleviate problems caused by cyber breaches in our physical or virtual security systems.

that may occur in the future could expose us to increased risk of lawsuits, regulatory penalties, damage relating to loss of proprietary

information, harm to our reputation, and increases in our security costs, which could have a material adverse effect on our business,

financial condition, and results of operations.

we hold our cryptocurrency through a third-party qualified custodian rather than directly in self-custody.

As a result, we are exposed

to risks associated with the operations, security controls, systems, and financial condition of such custodian.

A cybersecurity incident,

operational failure, insolvency event, or other disruption affecting our custodian could result in delayed access to, partial loss of,

or permanent loss of some or all of our cryptocurrency, which could have a material adverse effect on our business, financial condition,

and results of operations.

While the custodian maintains cold-storage and other security protocols designed to safeguard digital assets,

no custodial system is immune to cyberattacks, internal failures, human error, or evolving threat vectors.

are subject to many hazards and operational risks that can disrupt our business, some of which may not be insured or fully covered by

operations are subject to many hazards and operational risks inherent to our business, including:

business risks;

presence of construction or repair defects or other structural or building damage;

large and often hazardous pieces of equipment;

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

requirements;

damage resulting from natural or manmade disasters;

by employees, contractors, or the general public as a result of exposure to potentially dangerous environments at or near our operations.

measures we take to protect against these risks may not be sufficient.

The realization of any hazard or operational risk may result in

business interruption, liability, or litigation.

While we believe we maintain an amount of insurance protection that we consider adequate,

but we cannot provide any assurance that our insurance will be sufficient or effective under all circumstances and against all hazards

or liabilities to which we may be subject and, even if we do have insurance coverage for a particular circumstance, we may be subject

to a large deductible and maximum cap.

We carry liability, property, and other insurance policies to cover certain insurable risks to

We select the types of insurance, the limits, and the deductibles based on our specific risk profile, the cost of the insurance

coverage versus its perceived benefit, and general industry standards.

Our insurance policies contain certain industry standard exclusions

for events such as war and nuclear reaction.

A successful claim for which we are not fully insured could materially harm our business,

financial condition, and results of operations.

Further, due to rising insurance costs and changes in the insurance markets, we cannot

provide any assurance that our insurance coverage will continue to be available at all or at rates or on terms similar to those presently

Any losses not covered by insurance could have a material adverse effect on our business, financial condition, and results

of operations.

we incur debt in the future, it may adversely affect our economic and business condition.

currently do not have material indebtedness.

However, we may incur debt in the future to fund working capital, infrastructure investments,

mining capacity, or strategic initiatives.

Any future indebtedness could increase our vulnerability to adverse economic or business conditions,

require significant cash flows for debt service, reduce funds available for operations and growth, and limit our flexibility in responding

to competitive pressures.

Debt agreements may include covenants that restrict our ability to incur additional indebtedness, dispose of

assets, make investments, or engage in other transactions, and a breach of such covenants could permit lenders to accelerate maturity

and exercise remedies.

and financial institutions may be unwilling to provide, or may discontinue providing, accounts and other financial services to digital-asset-related

businesses due to evolving regulatory expectations, perceived compliance risk, cost, or reputational concerns.

Such “de-risking”

has occurred within the digital asset industry and could be exacerbated by enforcement actions, insolvencies, or heightened regulatory

If we were unable to maintain adequate banking relationships, we could experience increased costs, operational delays, reduced

ability to pay vendors or employees, and constraints on capital raising and treasury operations, any of which could materially adversely

affect our business, financial condition, and results of operations.

of our infrastructure is located on leased or collocated premises and the termination or higher renewal rate of our leases or colocation

contracts could have a material adverse effect on our business, financial condition, and results of operations.

our mining equipment is hosted in third-party colocation facilities, we are exposed to additional risks if a colocation host or a critical

vendor to that host experiences financial distress, insolvency, operational failure, or a business interruption event.

If a host becomes

subject to bankruptcy or similar proceedings, disputes could arise regarding access to our equipment, the prioritization of site operations,

the continuation of services, or the enforcement of contractual rights, which could result in delayed access to, restricted use of, or

inability to retrieve our equipment for an extended period.

Even absent a bankruptcy, a host’s deterioration in financial condition

could lead to deferred maintenance, staffing reductions, weakened security controls, reduced redundancy, or increased pricing and more

restrictive contract terms.

Any inability of a host to continue providing services at the required performance levels, or any delay or

limitation on our access to hosted equipment, could have a material adverse effect on our business, financial condition, and results

of operations.

of our infrastructure is located in collocated premises and there can be no assurance that our colocation host will remain in compliance

with the colocation contract, that the colocation provider will continue to support our operations, and that the colocation contract

will not be terminated despite negotiation for long term colocation periods and renewal provisions.

When the initial terms of our existing

colocation contracts expire, in some instances, we have the right to extend the terms of our contract for one or more renewal periods.

Upon the end of our initial term or, if applicable, the renewal periods, we would have to renegotiate our lease terms with the applicable

If renewal rates are less favorable than those we currently have, we may be required to increase revenues to offset such increase

in lease payments.

Failure to increase revenues to sufficiently offset these projected higher costs could adversely impact our operating

We may also not be able to renew such leases at all.

The termination of a lease could have a material adverse effect on our business,

financial condition, and results of operations.

may face the risk of Internet-related disruptions.

mining operations are dependent on the availability and reliability of Internet connectivity at third-party colocation facilities where

our equipment is hosted.

We do not own or operate these data centers and do not provide Internet services;

instead, we rely on our colocation

providers and their third-party network service providers to maintain adequate and uninterrupted connectivity.

There can be no assurance

that such providers will continue to supply sufficient Internet connectivity to the facilities where our equipment is located, or that

connectivity, once established, will not be disrupted, degraded, or terminated.

Any significant interruption, degradation, or loss of

Internet connectivity at one or more colocation facilities could require us to curtail or suspend mining operations at the affected sites,

which could materially and adversely affect our business, financial condition, and results of operations.

success depends on key personnel whose continued service is not guaranteed.

depend on the efforts of our key personnel, including our senior leadership, many of whom have strong technology, finance, real estate,

and/or power expertise and industry reputations.

They are important to our success for many reasons, including that they attract investors

and business and investment opportunities and assist us in negotiations with investors, lenders, and industry personnel.

If we lost their

services, our business and investment opportunities and our relationships with lenders and other capital markets participants, and industry

personnel could suffer.

As the number of our competitors increases, it becomes more likely that a competitor would attempt to hire certain

of these individuals away from us.

The loss of any of these key personnel would result in the loss of these and other benefits and could

materially and adversely affect our business, financial condition, and results of operations.

also depend on the talents and efforts of highly skilled technical individuals.

Our success depends on our continuing ability to identify,

hire, develop, motivate, and retain highly skilled technical personnel for all areas of our business.

Competition in our industry for

qualified technical employees is intense, and the availability of qualified technical personnel is not guaranteed.

We cannot assure you

that we will be able to attract or retain the personnel we require.

If we are unable to identify, hire, develop, motivate, and retain

such personnel, it could have a material adverse effect on our business, financial condition, and results of operations.

do not directly obtain or hold material facility-level permits or approvals for our mining operations, as our equipment is hosted at

third-party colocation facilities.

Our colocation providers are responsible for obtaining, maintaining, and complying with permits, licenses,

and approvals required to own and operate their data center facilities, including those related to zoning, construction, power usage,

and environmental or energy regulation.

we generally rely on our colocation providers to satisfy applicable permitting and licensing requirements, our operations may be adversely

affected if a colocation provider fails to obtain, maintain, or comply with required permits or approvals, or if such permits or approvals

are revoked, modified, delayed, or become subject to more restrictive conditions as a result of legal, regulatory, or policy changes.

Any such failure or disruption could result in the suspension, curtailment, or termination of operations at one or more facilities where

our equipment is hosted, which could materially and adversely affect our business, financial condition, and results of operations.

Related to Our Growth Prospects

offerings or lines of business may subject us to additional risks.

are a development stage company with a small management team and are subject to the strains of ongoing development and growth, which

will place significant demands on our management and operational and financial infrastructure.

To remain competitive with peers, we may

need to modify aspects of our business model or we may implement new offerings or lines of business, from time to time.

In developing

and marketing new offerings or lines of business or expanding our current offerings or lines of business, we may invest significant time

and resources.

Initial timetables for the introduction and development of new offerings or lines of business may not be achieved and

profitability targets may not prove feasible.

External factors, such as compliance with regulations, competition, and shifting market

preferences, may also impact the successful implementation of a new offering or line of business.

In addition, our personnel and technology

systems may fail to adapt to the changes or we may fail to effectively integrate new offerings or lines of business into our existing

operations and we may lack experience in managing new offerings or lines of business.

In addition, we may be unable to proceed with the

operations as planned or compete effectively due to different competitive landscapes.

Even if we expand our businesses into new jurisdictions

or areas, the expansion may not yield intended profitable results.

Furthermore, any new offering or line of business could have a significant

impact on the effectiveness of our internal control system.

Failure to successfully manage these risks in the development and implementation

of new offerings or lines of business could have a material adverse effect on our business, financial condition, and results of operations.

Furthermore, we cannot provide any assurance that we will successfully identify all emerging trends and growth opportunities in the markets

in which we operate.

As a result, we may not capture those opportunities.

Such circumstances could have a material adverse effect on

our business, financial condition, and results of operations.

may not adequately respond to price fluctuations and rapidly changing technology.

conditions within the industries in which we operate require that we use sophisticated technology in the operation of our business.

industries are characterized by rapid technological changes, new product introductions, enhancements, and evolving industry standards.

New technologies, techniques, or offerings could emerge that might offer better performance than the technologies we currently utilize,

and we may have to manage transitions to these new technologies to remain competitive.

We intend to continue to invest in hardware, equipment

and technology at our facilities.

We may not be successful, generally or relative to our competitors, in timely implementing new technology

into our systems, or doing so in a cost-effective manner.

During the course of implementing any such new technology into our operations,

we may experience system interruptions and failures during such implementation.

Furthermore, there can be no assurances that we will

recognize, in a timely manner or at all, the benefits that we may expect as a result of our implementing new technology into our operations.

As a result, our business, financial condition, and results of operations may suffer.

we were to pursue ownership or development of data center facilities in the future, our construction of new data centers, data center

expansions, or data center redevelopment could involve significant risks to our business.

order to sustain our growth in certain of our existing and new markets, we may have to expand an existing data center, lease a new facility,

or acquire suitable land, with or without structures, to build new data centers.

Global supply chain and inflation issues have exacerbated

many of these risks and created additional risks for our business.

Some of the risks associated with the development, redevelopment and

construction of data centers include:

and power grid constraints;

of availability and delays for data center and/or power equipment, including items such as generators and switchgear;

budget changes;

prices for and delays in obtaining building supplies, raw materials, and data center equipment;

availability, labor disputes, and work stoppages with contractors, subcontractors, and other third parties;

unanticipated

economic, political or social developments could impact economic growth.

Pakistan is also subject to natural disaster risk.

recent political instability and protests in the Middle East have caused significant disruptions to many industries.

Pakistan has recently

seen elevated levels of ethnic and religious conflict, in some cases resulting in violence or acts of terrorism.

Continued political

and social unrest in these areas may negatively affect the Company.

rely on third-party internal and outsourced software to run our critical development and information systems.

As a result, any sudden

loss, disruption or unexpected costs to maintain these systems could significantly increase our operational expense and disrupt the management

of our business operations.

rely on third-party software to run our critical development and information systems.

We also depend on our software vendors to provide

long-term software maintenance support for our information systems.

Software vendors may decide to discontinue further development, integration

or long-term software maintenance support for our information systems, in which case we may need to abandon one or more of our current

information systems and migrate some or all of our development and information systems, thus increasing our operational expense as well

as disrupting the management of our business operations.

security breaches of our systems and information technology could adversely impact our ability to operate.

need to protect our own internal trade secrets, work product for our clients, and other business confidential information from disclosure.

We face the threat to our computer systems of unauthorized access, computer hackers, computer viruses, malicious code, organized cyber-attacks

and other security problems and system disruptions, including possible unauthorized access to our and our clients’ proprietary

or classified information.

rely on industry-accepted security measures and technology to maintain securely all confidential and proprietary information on our information

We have devoted and will continue to devote significant resources to the security of our computer systems, but they are still

vulnerable to these threats.

A user who circumvents security measures can misappropriate confidential or proprietary information, including

information regarding us, our personnel and/or our clients, or cause interruptions or malfunctions in operations.

Our industry has not

been immune from organized cyber-attacks from persons seeking a ransom as a condition of releasing access to the firm’s computer

As a result, we can be required to expend significant resources to protect against the threat of these system disruptions and

security breaches or to alleviate problems caused by these disruptions and breaches.

Any of these events can damage our reputation and

have a material adverse effect on our business, financial condition, results of operations and cash flows.

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

rely heavily on information technology (IT) both in our products and services for customers and in our IT systems used to run our business.

Further, we collect and store sensitive information in cloud-based data centers and on our networks.

Government agencies and security

experts have warned about growing risks of hackers, cyber-criminals, malicious insiders and other actors targeting confidential information

and all types of IT systems.

These actors may engage in fraudulent activities, theft of confidential or proprietary information and sabotage

or ransomware.

IT systems, our connected products, and our confidential information may be vulnerable to damage or intrusion from a variety of attacks

including computer viruses, worms or other malicious software programs.

The risk of such attacks may increase as we integrate newly acquired

companies or develop new connected products and related software.

These attacks pose a risk to the security of our products, private

data, systems and networks and those of our customers, suppliers and third-party service providers, as well as to the confidentiality

of our information and the integrity and availability of our data.

While we attempt to mitigate these risks through board oversight,

hiring additional internal cyber-security professionals to manage these risks, enhancing controls, due diligence, employee training and

communication, third party intrusion testing, system hardening, email and web filters, regular patching, multi-factor authentication,

surveillance, encryption, and other measures, we remain vulnerable to information security threats.

monitor certain cyber security threats and vulnerabilities in our systems, and we have experienced viruses and attacks targeting our

IT systems and networks.

Such prior events, to date, have not had a material impact on our financial condition, results of operations

or liquidity.

Despite the precautions we take, we have had, and could have again, an intrusion or infection of our systems or connected

While such intrusions or infections to date have not resulted in the significant disruption of our business, or a loss of proprietary

or confidential information, we cannot guarantee the same for future intrusions or infections.

Similarly, an attack on our IT systems

or connected products could result in theft or disclosure of trade secrets or other intellectual property, a breach of confidential customer

or employee information, or product failure or misuse.

Any such events could have an adverse impact on sales, harm our reputation and

cause us to incur legal liability and increased costs to address such events and related security concerns.

As the threats evolve and

become more potent, we may incur additional costs to secure the products that we sell, as well as our data and infrastructure of networks

Related to the Common Stock

Company is controlled by its Chairman/Board of Directors, Chief Executive Officer, President, and additional Officers of the Company.

Company is reliant on the Directors and Officers for key operations.

Officers and Directors currently own a majority of common shares

The Board, therefore, has complete control as to the direction of the Company.

There is a disproportionate reliance on the

Directors and Officers for the operation of the Company, and therefore a risk that the direction of the Company may change if the Board

or Officers are unable to perform their duties as Directors and Officers.

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

addition to changes to market prices based on the Company’s results of operations and the factors discussed elsewhere in this “Risk

Factors” section, the market price of and trading volume for the common stock may change for a variety of other reasons, not necessarily

related to the Company’s actual operating performance.

The capital markets have experienced extreme volatility that has often been

unrelated to the operating performance of particular companies.

These broad market fluctuations may adversely affect the trading price

of the Company’s common stock.

In addition, the average daily trading volume of the securities of small companies can be very low,

which may contribute to future volatility.

Factors that could cause the market price of the Common Stock to fluctuate significantly include:

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

actions by the Company or its competitors, such as acquisitions or restructurings;

announcements

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

public’s reaction to Company press releases, other public announcements, and filings with the Securities and Exchange Commission;

of securities analyst coverage or speculation in the press or investment community about the Company or market opportunities in the

social media marketing industry;

in government policies in the United States and, as the Company’s international business increases, in other foreign countries;

in earnings estimates or recommendations by securities or research analysts who track the Company’s Common Stock or failure

of the Company’s actual results of operations to meet those expectations;

and industry perception of the Company’s success, or lack thereof, in pursuing its growth strategy;

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

lawsuit involving the Company, its services or its products;

and departure of key personnel;

of common stock by the Company, its investors or members of its management team;

in general market, economic and political conditions in the United States and global economies or financial markets, including those

resulting from natural or man-made disasters.

of these factors, as well as broader market and industry factors, may result in large and sudden changes in the trading volume of the

Company’s common stock and could seriously harm the market price of the common stock, regardless of the Company’s operating

This may prevent an Investor from being able to sell its shares at or above the price the investor paid for its shares of

common stock, if at all.

In addition, following periods of volatility in the market price of a company’s securities, shareholders

often institute securities class action litigation against that company.

The Company’s involvement in any class action suit or

other legal proceeding could divert its senior management’s attention and could adversely affect the Company’s business,

financial condition, results of operations and prospects.

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

SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks.

Penny stocks are generally

equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or authorized

for quotation on certain automated quotation systems, provided that current price and volume information with respect to transactions

in such securities is provided by the exchange or system.

If we do not obtain a listing on a national securities exchange and if the

price of our common stock is less than $5.00, our common stock could be deemed a penny stock.

The penny stock rules require a broker-dealer,

before a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document containing

specified information.

In addition, the penny stock rules require that before effecting any transaction in a penny stock not otherwise

exempt from those rules, a broker-dealer must make a special written determination that the penny stock is a suitable investment for

the purchaser and receive (i) the purchaser’s written acknowledgment of the receipt of a risk disclosure statement;

(ii) a written

agreement to transactions involving penny stocks;

and (iii) a signed and dated copy of a written suitability statement.

These disclosure

requirements may have the effect of reducing the trading activity in the secondary market for our common stock, and therefore stockholders

may have difficulty selling their shares.

sale or availability for sale of substantial amounts of the Company’s common stock could adversely affect the market price of the

common stock.

of substantial amounts of shares of the Company’s common stock, or the perception that these sales could occur, could adversely

affect the market price of the common stock and could impair the Company’s future ability to raise capital through common stock

The Company’s Officers and Directors still beneficially own, collectively, a substantial percentage of the outstanding

common stock.

If one or more of them were to sell a substantial portion of the shares they hold, it could cause the Company’s stock

price to decline.

Company is controlled by a small group of existing shareholders, whose interests may differ from other shareholders.

The Company’s

Officers and Directors will significantly influence its activities, and their interests may differ from an investor’s interests

as a shareholder.

Company’s Officers and Directors still beneficially own, collectively, a substantial percentage of the outstanding common stock.

Accordingly, these shareholders have had, and will continue to have, significant influence in determining the outcome of any corporate

transaction or any other matter submitted for approval to the Company’s shareholders, including mergers, consolidations and the

sale of assets, Director elections and other significant corporate actions.

They will also have significant influence in preventing or

causing a change in control of the Company.

In addition, without the consent of these shareholders, the Company could be prevented from

entering into transactions that could be beneficial to it.

The interests of these shareholders may differ from an Investor’s interests

as a shareholder, and they may act in a manner that advances their best interests and not necessarily those of other shareholders.

Company is an “emerging growth company” under the JOBS Act and it cannot be certain if the reduced disclosure requirements

applicable to emerging growth companies will make the Company’s common stock less attractive to investors.

Company is an “emerging growth company,” as defined in the JOBS Act, and it expects to take advantage of certain exemptions

from various reporting requirements that are applicable to other public companies that are not “emerging growth companies”

including, but not limited to, (i) being required to present only two years of audited financial statements and related financial disclosure,

(ii) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, (iii) extended

transition periods for complying with new or revised accounting standards, (iv) reduced disclosure obligations regarding executive compensation

in periodic reports and proxy statements and (v) exemptions from the requirements of holding a nonbinding advisory vote on executive

compensation and stockholder approval of any golden parachute payments not previously approved.

The Company has taken, and in the future

may take, advantage of these exemptions until such time that it is no longer an “emerging growth company.

As a result, the Company’s

financial statements may not be comparable to companies that comply with public company effective dates.

The Company cannot predict if

investors will find its Common Stock less attractive because it relies on these exemptions.

If some investors find the Company’s

Common Stock less attractive as a result, there may be a less active trading market for the Common Stock and the price of the Common

Stock may be more volatile.

Company will remain an “emerging growth company” for up to five years, although it will lose that status sooner if its annual

revenues exceed $1.07 billion, if it issues more than $1 billion in non-convertible debt in a three-year period, or if the market value

of the Common Stock that is held by non-affiliates exceeds $700 million as of any June 30.

equity research analysts do not publish research or reports about the company, or if they issue unfavorable commentary or downgrade its

common stock, the market price of its common stock will likely decline.

trading market for the Company’s common stock will rely in part on the research and reports that equity research analysts, over

whom it has no control, publish about the Company and its business.

The Company may never obtain research coverage by securities and

industry analysts.

If no securities or industry analysts commence coverage of the Company, the market price for its common stock could

In the event the Company obtains securities or industry analyst coverage, the market price of the common stock could decline

if one or more equity analysts downgrade the common stock or if those analysts issue unfavorable commentary, even if it is inaccurate,

or cease publishing reports about the Company or its business.

we can issue additional shares of Common Stock, purchasers of our Common Stock may incur immediate dilution and experience further dilution.

are authorized to issue up to 250,000,000 shares of Common Stock, of which 9,426,502 shares of Common Stock are issued and outstanding

as of March 4, 2025.

Our Board of Directors has the authority to cause us to issue additional shares of Common Stock without consent

of any of stockholders.

Consequently, our stockholders may experience further dilution in their ownership of our stock in the future,

which could have an adverse effect on the trading market for our Common Stock.

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

a newly Nasdaq-listed public company, we will incur material additional legal, accounting and other expenses including recruiting and

retaining qualified independent directors, payment of annual Nasdaq fees, and satisfying Nasdaq’s standards for companies listed

Because our common stock is listed on the Nasdaq, we must meet certain financial and liquidity criteria to maintain such listing.

If we violate Nasdaq’s listing requirements, our common stock may be delisted.

If we fail to meet any of the Nasdaq’s listing

standards, our common stock may be delisted.

In addition, our Board may determine that the cost of maintaining our listing on a national

securities exchange outweighs the benefits of such listing.

A delisting of our common stock from Nasdaq may materially impair our stockholders’

ability to buy and sell our common stock and could have an adverse effect on the market price of, and the efficiency of the trading market

for, our common stock.

The delisting of our common stock could significantly impair our ability to raise capital and the value of your

You could lose some or all of your investment.

investment in our securities is speculative and involves a high degree of risk.

Potential investors should be aware that the value of

an investment in the Company may go down as well as up.

In addition, there can be no certainty that the market value of an investment

in the Company will fully reflect its underlying value.

You could lose some or all of your investment.

We are a “smaller reporting company” within the meaning of the Securities Act, and if we decide to take advantage of certain

exemptions from various reporting requirements applicable to smaller reporting companies, our common stock could be less attractive to

qualify as a “smaller reporting company,” meaning that we are not an investment company, an asset-backed issuer, or a majority-owned

subsidiary of a parent company that is not a “smaller reporting company,” and have either:

(i) a public float of less than

$250 million or (ii) annual revenues of less than $100 million during the most recently completed fiscal year and (A) no public float

or (B) a public float of less than $700 million.

As a “smaller reporting company,” we are entitled to rely on certain reduced

disclosure requirements, such as an exemption from providing executive compensation information in our periodic reports and proxy statements.

We are also exempt from the auditor attestation requirements provided in Section 404(b) of the Sarbanes-Oxley Act.

These exemptions and

reduced disclosures in our SEC filings due to our status as a smaller reporting company may make it harder for investors to analyze our

results of operations and financial prospects.

We cannot predict if investors will find our Common Stock less attractive because we may

rely on these exemptions.

If some investors find our Common Stock less attractive as a result, there may be a less active trading market

for our Common Stock and our stock prices may be more volatile.

Related to Our Bitcoin Strategy and Holdings

bitcoin strategy exposes us to various risks, including risks associated with bitcoin.

bitcoin strategy exposes us to various risks, including the following:

is a highly volatile asset.

Bitcoin is a highly volatile asset that has traded below $50,000 per bitcoin and above $105,000 per bitcoin

on the Coinbase exchange (our principal market for bitcoin) in the 12 months preceding the date of this Annual Report.

The trading price

of bitcoin significantly decreased during prior periods, and such declines may occur again in the future.

does not pay interest or dividends.

Bitcoin does not pay interest or other returns and we can only generate cash from our bitcoin

holdings if we sell our bitcoin or implement strategies to create income streams or otherwise generate cash by using our bitcoin holdings.

Even if we pursue any such strategies, we may be unable to create income streams or otherwise generate cash from our bitcoin holdings,

and any such strategies may subject us to additional risks.

bitcoin holdings significantly impact our financial results and the market price of our listed securities.

Our bitcoin holdings have

significantly affected our financial results and if we continue to increase our overall holdings of bitcoin in the future, they will

have an even greater impact on our financial results and the market price of our listed securities.

See “Risks Related to Our Bitcoin

Strategy and Holdings – Our historical financial statements do not reflect the potential variability in earnings that we may experience

in the future relating to our bitcoin holding s .”

assets are concentrated in bitcoin.

The vast majority of our assets are concentrated in our bitcoin holdings.

The concentration of

our assets in bitcoin limits our ability to mitigate risk that could otherwise be achieved by holding a more diversified portfolio of

treasury assets.

purchase bitcoin using primarily proceeds from equity and debt financings.

Our ability to achieve the objectives of our bitcoin strategy

depends in significant part on our ability to obtain equity and debt financing.

If we are unable to obtain equity or debt financing on

favorable terms or at all, we may not be able to successfully execute on our bitcoin strategy .

bitcoin strategy has not been tested over an extended period of time or under different market conditions.

We are continually examining

the risks and rewards of our strategy to acquire and hold bitcoin.

This strategy has not been tested over an extended period of time

or under different market conditions.

For example, although we believe bitcoin, due to its limited supply, has the potential to serve

as a hedge against inflation in the long term, the short-term price of bitcoin declined in recent periods during which the inflation

rate increased.

If bitcoin prices were to decrease or our bitcoin strategy otherwise proves unsuccessful, our financial condition, results

of operations, and the market price of our listed securities would be materially adversely impacted.

are subject to counterparty risks, including in particular risks relating to our custodians.

Although we have implemented various

measures that are designed to mitigate our counterparty risks, including by storing substantially all of the bitcoin we own in custody

accounts at U.S.-based, institutional-grade custodians and negotiating contractual arrangements intended to establish that our property

interest in custodially-held bitcoin is not subject to claims of our custodians’ creditors, applicable insolvency law is not fully

developed with respect to the holding of digital assets in custodial accounts.

If our custodially-held bitcoin were nevertheless considered

to be the property of our custodians’ estates in the event that any such custodians were to enter bankruptcy, receivership or similar

insolvency proceedings, we could be treated as a general unsecured creditor of such custodians, inhibiting our ability to exercise ownership

rights with respect to such bitcoin, or delaying or hindering our access to our bitcoin holdings, and this may ultimately result in the

loss of the value related to some or all of such bitcoin, which could have a material adverse effect on our financial condition as well

as the market price of our listed securities.

broader digital assets industry is subject to counterparty risks, which could adversely impact the adoption rate, price, and use of bitcoin.

A series of recent high-profile bankruptcies, closures, liquidations, regulatory enforcement actions and other events relating to

companies operating in the digital asset industry have highlighted the counterparty risks applicable to owning and transacting in digital

Although these bankruptcies, closures, liquidations and other events have not resulted in any loss or misappropriation of our

bitcoin, nor have such events adversely impacted our access to our bitcoin, they have, in the short-term, likely negatively impacted

the adoption rate and use of bitcoin.

Additional bankruptcies, closures, liquidations, regulatory enforcement actions or other events

involving participants in the digital assets industry in the future may further negatively impact the adoption rate, price, and use of

bitcoin, limit the availability to us of financing collateralized by bitcoin, or create or expose additional counterparty risks.

in the accounting treatment of our bitcoin holdings could have significant accounting impacts, including increasing the volatility of

We have adopted ASU 2023-08 as of January 1, 2025, which requires us to measure our bitcoin holdings at fair value in

our statement of financial position, and to recognize gains and losses from changes in the fair value of our bitcoin in net income each

reporting period beginning January 1, 2025.

ASU 2023-08 also requires us to provide certain interim and annual disclosures with respect

to our bitcoin holdings.

Due in particular to the volatility in the price of bitcoin, we expect the adoption of ASU 2023-08 to have a

material impact on our financial results in future periods, increase the volatility of our financial results, and affect the carrying

value of our bitcoin on our balance sheet.

As described in greater detail under the risk factor heading “Risks Related to Our Business

in General—Unrealized fair value gains on our bitcoin holdings could cause us to become subject to the corporate alternative minimum

tax under the Inflation Reduction Act of 2022,” ASU 2023-08 could also have adverse tax consequences.

These impacts could in turn

have a material adverse effect on our financial results and the market price of our listed securities.

broader digital assets industry, including the technology associated with digital assets, the rate of adoption and development of, and

use cases for, digital assets, market perception of digital assets, and the legal, regulatory, and accounting treatment of digital assets

are constantly developing and changing, and there may be additional risks in the future that are not possible to predict.

is a highly volatile asset, and fluctuations in the price of bitcoin have in the past influenced and are likely to continue to influence

our financial results and the market price of our listed securities

is a highly volatile asset, and fluctuations in the price of bitcoin have in the past influenced and are likely to continue to influence

our financial results and the market price of our listed securities.

Our financial results and the market price of our listed securities

adversely affected, and our business and financial condition would be negatively impacted,

if the price of bitcoin decreased substantially (as it has in the past, including during

2022), including as a result of:

user and investor confidence in bitcoin, including due to the various factors described herein;

and trading activities, such as (i) trading activities of highly active retail and institutional

users, speculators, miners and investors;

(ii) actual or expected significant dispositions

of bitcoin by large holders, including the expected liquidation of digital assets associated

with entities that have filed for bankruptcy protection and the transfer and sale of bitcoins

associated with significant hacks, seizures, or forfeitures, such as the transfers of bitcoin

to (a) creditors of the hacked cryptocurrency exchange Mt.

Gox which began in July 2024,

(b) claimants following proceedings related to a 2016 hack of Bitfinex—which claims

are currently being adjudicated, (c) the German government following the seizure of about

50,000 bitcoin in January 2024 from the operator of Movie2k.to, or (d) the Northern District

Court of California granting the U.S.

Department of Justice in January 2025 the right to

liquidate 69,370 bitcoin seized from the Silk Road marketplace;

and (iii) actual or perceived

manipulation of the spot or derivative markets for bitcoin or spot bitcoin exchange-traded

products (“ETPs”);

publicity, media or social media coverage, or sentiment due to events in or relating to,

or perception of, bitcoin or the broader digital assets industry, for example, (i) public

perception that bitcoin can be used as a vehicle to circumvent sanctions, including sanctions

imposed on Russia or certain regions related to the ongoing conflict between Russia and Ukraine,

or to fund criminal or terrorist activities, such as the purported use of digital assets

by Hamas to fund its terrorist attack against Israel in October 2023;

(ii) expected or pending

civil, criminal, regulatory enforcement or other high profile actions against major participants

in the bitcoin ecosystem, including the SEC’s enforcement actions against Coinbase,

and Binance Holdings Ltd.;

(iii) additional filings for bankruptcy protection or bankruptcy

proceedings of major digital asset industry participants, such as the bankruptcy proceeding

of FTX Trading and its affiliates;

and (iv) the actual or perceived environmental impact

of bitcoin and related activities, including environmental concerns raised by private individuals,

governmental and non-governmental organizations, and other actors related to the energy resources

consumed in the bitcoin mining process;

in consumer preferences and the perceived value or prospects of bitcoin;

● competition

from other digital assets that exhibit better speed, security, scalability, or energy efficiency,

that feature other more favored characteristics, that are backed by governments, including

government, or reserves of fiat currencies, or that represent ownership or security

interests in physical assets;

decrease in the price of other digital assets, including stablecoins, or the crash or unavailability

of stablecoins that are used as a medium of exchange for bitcoin purchase and sale transactions,

such as the crash of the stablecoin Terra USD in 2022, to the extent the decrease in the

price of such other digital assets or the unavailability of such stablecoins may cause a

decrease in the price of bitcoin or adversely affect investor confidence in digital assets

identification of Satoshi Nakamoto, the pseudonymous person or persons who developed bitcoin,

or the transfer of substantial amounts of bitcoin from bitcoin wallets attributed to Mr.

● developments

relating to the Bitcoin protocol, including (i) changes to the Bitcoin protocol that impact

its security, speed, scalability, usability, or value, such as changes to the cryptographic

security protocol underpinning the Bitcoin blockchain, changes to the maximum number of bitcoin

outstanding, changes to the mutability of transactions, changes relating to the size of blockchain

blocks, and similar changes, (ii) failures to make upgrades to the Bitcoin protocol to adapt

to security, technological, legal or other challenges, and (iii) changes to the Bitcoin protocol

that introduce software bugs, security risks or other elements that adversely affect bitcoin;

● disruptions,

failures, unavailability, or interruptions in service of trading venues for bitcoin, such

as, for example, the announcement by the digital asset exchange FTX Trading that it would

freeze withdrawals and transfers from its accounts and subsequent filing for bankruptcy protection

and the SEC enforcement action brought against Binance Holdings Ltd., which initially sought

to freeze all of its assets during the pendency of the enforcement action and has since resulted

in Binance discontinuing all fiat deposits and withdrawals in the U.S.;

filing for bankruptcy protection by, liquidation of, or market concerns about the financial

viability of digital asset custodians, trading venues, lending platforms, investment funds,

or other digital asset industry participants, such as the filing for bankruptcy protection

by digital asset trading venues FTX Trading and BlockFi and digital asset lending platforms

Celsius Network and Voyager Digital Holdings in 2022, the ordered liquidation of the digital

asset investment fund Three Arrows Capital in 2022, the announced liquidation of Silvergate

Bank in 2023, the government-mandated closure and sale of Signature Bank in 2023, the placement

of Prime Trust, LLC into receivership following a cease-and-desist order issued by the Nevada

Department of Business and Industry in 2023, and the exit of Binance from the U.S.

as part of its settlement with the Department of Justice and other federal regulatory agencies;

● regulatory,

legislative, enforcement and judicial actions that adversely affect the price, ownership,

transferability, trading volumes, legality or public perception of bitcoin, or that adversely

affect the operations of or otherwise prevent digital asset

● custodians,

trading venues, lending platforms or other digital assets industry participants from operating

in a manner that allows them to continue to deliver services to the digital assets industry;

reductions in mining rewards of bitcoin, including due to block reward halving events, which

are events that occur after a specific period of time (the most recent of which occurred

in April 2024) that reduce the block reward earned by “miners” who validate bitcoin

transactions, or increases in the costs associated with bitcoin mining, including increases

in electricity costs and hardware and software used in mining, or new or enhanced regulation

or taxation of bitcoin mining, which could further increase the costs associated with bitcoin

mining, any of which may cause a decline in support for the Bitcoin network;

● transaction

congestion and fees associated with processing transactions on the Bitcoin network;

● macroeconomic

changes, such as changes in the level of interest rates and inflation, fiscal and monetary

policies of governments, trade restrictions, and fiat currency devaluations;

● developments

in mathematics or technology, including in digital computing, algebraic geometry and quantum

computing, that could result in the cryptography used by the Bitcoin blockchain becoming

insecure or ineffective;

in national and international economic and political conditions, including, without limitation,

federal government policies, trade tariffs and trade disputes, the adverse impacts attributable

to the current conflict between Russia and Ukraine and the economic sanctions adopted in

response to the conflict, and the broadening of the Israel-Hamas conflict to other countries

in the Middle East.

and other digital assets are novel assets, and are subject to significant legal, commercial, regulatory and technical uncertainty

and other digital assets are relatively novel and are subject to significant uncertainty, which could adversely impact their price.

application of state and federal securities laws and other laws and regulations to digital assets is unclear in certain respects, and

it is possible that regulators in the United States or foreign countries may interpret or apply existing laws and regulations in a manner

that adversely affects the price of bitcoin or the ability of individuals or institutions such as us to own or transfer bitcoin.

federal government, states, regulatory agencies, and foreign countries may also enact new laws and regulations, or pursue regulatory,

legislative, enforcement or judicial actions, that could materially impact the price of bitcoin or the ability of individuals or institutions

such as us to own or transfer bitcoin.

For example, within the past several years:

Trump signed an executive order instructing a working group comprised of representatives

from key federal agencies to evaluate measures that can be taken to provide regulatory clarity

and certainty built on technology-neutral regulations for individuals and firms involved

in digital assets, including through well-defined jurisdictional regulatory boundaries;

European Union adopted Markets in Crypto Assets Regulation (“MiCA”), a comprehensive

digital asset regulatory framework for the issuance and use of digital assets, like bitcoin;

June 2023, the SEC filed complaints against Binance Holdings Ltd.

and Coinbase, Inc., and

their respective affiliated entities, relating to, among other claims, that each party was

operating as an unregistered securities exchange, broker, dealer, and clearing agency;

November 2023, the SEC filed a complaint against Payward Inc.

and Payward Ventures Inc.,

together known as Kraken, alleging, among other claims, that Kraken’s crypto trading

platform was operating as an unregistered securities exchange, broker, dealer, and clearing

June 2023, the United Kingdom adopted and implemented the Financial Services and Markets

Act 2023 (“FSMA 2023”), which regulates market activities in “cryptoassets;”

November 2023, Binance Holdings Ltd.

and its then chief executive officer reached a settlement

with the U.S.

Department of Justice, CFTC, the U.S.

Department of Treasury’s Office

of Foreign Asset Control, and the Financial Crimes Enforcement Network to resolve a multi-year

investigation by the agencies and a civil suit brought by the CFTC, pursuant to which Binance

Holdings Ltd.

agreed to, among other things, pay $4.3 billion in penalties across the four

agencies and to discontinue its operations in the United States;

China, the People’s Bank of China and the National Development and Reform Commission

have outlawed cryptocurrency mining and declared all cryptocurrency transactions illegal

within the country.

is not possible to predict whether, or when, new laws will be enacted that change the legal framework governing digital assets or provide

additional authorities to the SEC or other regulators, or whether, or when, any other federal, state or foreign legislative bodies will

take any similar actions.

It is also not possible to predict the nature of any such additional laws or authorities, how additional legislation

or regulatory oversight might impact the ability of digital asset markets to function, the willingness of financial and other institutions

to continue to provide services to the digital assets industry, or how any new laws or regulations, or changes to existing laws or regulations,

might impact the value of digital assets generally and bitcoin specifically.

The consequences of any new law or regulation relating to

digital assets and digital asset activities could adversely affect the market price of bitcoin, as well as our ability to hold or transact

in bitcoin, and in turn adversely affect the market price of our listed securities.

the risks of engaging in a bitcoin strategy are relatively novel and have created, and could continue to create, complications due to

the lack of experience that third parties have with companies engaging in such a strategy, such as increased costs of director and officer

liability insurance or the potential inability to obtain such coverage on acceptable terms in the future.

growth of the digital assets industry in general, and the use and acceptance of bitcoin in particular, may also impact the price of bitcoin

and is subject to a high degree of uncertainty.

The pace of worldwide growth in the adoption and use of bitcoin may depend, for instance,

on public familiarity with digital assets, ease of buying, accessing or gaining exposure to bitcoin, institutional demand for bitcoin

as an investment asset, the participation of traditional financial institutions in the digital assets industry, consumer demand for bitcoin

as a store of value or means of payment, and the availability and popularity of alternatives to bitcoin.

Even if growth in bitcoin adoption

occurs in the near or medium-term, there is no assurance that bitcoin usage will continue to grow over the long-term.

bitcoin has no physical existence beyond the record of transactions on the Bitcoin blockchain, a variety of technical factors related

to the Bitcoin blockchain could also impact the price of bitcoin.

For example, malicious attacks by miners, inadequate mining fees to

incentivize validating of bitcoin transactions, hard “forks” of the Bitcoin blockchain into multiple blockchains, and advances

in digital computing, algebraic geometry, and quantum computing could undercut the integrity of the Bitcoin blockchain and negatively

affect the price of bitcoin.

The liquidity of bitcoin may also be reduced and damage to the public perception of bitcoin may occur, if

financial institutions were to deny or limit banking services to businesses that hold bitcoin, provide bitcoin-related services or accept

bitcoin as payment, which could also decrease the price of bitcoin.

Actions by U.S.

banking regulators, such as the issuance in February

2023 by Federal banking agencies of the “Interagency Liquidity Risk Statement,” which cautioned banks on contagion risks

posed by providing services to digital assets customers, and similar actions, have in the past resulted in or contributed to reductions

in access to banking services for bitcoin-related customers and service providers, or the willingness of traditional financial institution

to participate in markets for digital assets.

The liquidity of bitcoin may also be impacted to the extent that changes in applicable

laws and regulatory requirements negatively impact the ability of exchanges and trading venues to provide services for bitcoin and other

environmental issues and geological problems;

related to permitting and approvals to open from public agencies and utility companies;

lack of power access;

may experience rising construction costs as a result of increasing costs of labor and raw materials, supply chain and logistic challenges,

and high demand.

Furthermore, delays, difficulty finding replacement products, continued high inflation, and additional or unexpected

disruptions to our supply chain could significantly affect the cost of our existing or anticipated projects.

Site selection is also a

critical factor in our expansion plans.

There may not be suitable properties available in our markets with the necessary combination

of high-power capacity and fiber connectivity, or selection may be limited.

We expect that we will continue to experience limited availability

of power and grid constraints in many markets as well as shortages of associated equipment because of the current high demands and finite

nature of these resources.

These shortages could result in site selection challenges, construction delays or increased costs.

we do not accurately predict our facility requirements, it could have a material adverse effect on our business, financial condition,

and results of operations.

may acquire other businesses and/or assets or form strategic alliances or joint ventures that could negatively affect our operating results,

dilute shareholder ownership, increase debt, or cause us to incur significant expenses.

have previously engaged in strategic transactions and, as part of our growth strategy, in the future, we may pursue additional acquisitions

of businesses and/or assets and/or enter into strategic alliances or joint ventures.

However, we cannot offer any assurance that any

such acquisition or partnership will be successful.

We may not be able to identify suitable partners or acquisition candidates and may

not be able to complete such transactions on favorable terms, if at all.

If we complete any acquisitions, we may not be able to integrate

these acquisitions successfully into our existing business.

In addition, in the event that we acquire any existing businesses, we may

assume unknown or contingent liabilities.

such acquisitions also could result in the issuance of stock, incurrence of debt, contingent liabilities, write-offs of intangible assets

or goodwill, restructuring and other related expenses, or litigation, any of which could have a negative impact on our business, financial

condition, and results of operations.

Integration of an acquired company may also disrupt ongoing operations and carry substantial compliance

burdens and costs, which may limit our ability to realize the anticipated benefits of such acquisitions, and which may require management

resources that would otherwise be focused on developing and expanding our existing business.

We may experience losses related to potential

investments in other companies, which could materially and adversely affect our business, financial condition, and results of operations.

Furthermore, the benefits of any acquisition, strategic alliance, or joint venture may also take considerable time to develop, and we

cannot be certain that any particular acquisition, strategic alliance, or joint venture will produce the intended benefits in a timely

manner or to the extent anticipated or at all.

ventures inherently involve a lesser degree of control over business strategy and operations, thereby potentially increasing the financial,

legal, operational, regulatory, and/or compliance risks associated with them, and require the diversion of financial and management resources

from existing operations or alternative opportunities.

We may be dependent on partners, controlling shareholders, management, or other

persons or entities who control the joint venture and who may have business interests, strategies, or goals that are inconsistent or

competitive with ours.

Furthermore, joint venture partners receive access to our intellectual property and other resources, which introduces

the risk of theft and/or exploitation.

operate in the United States and may further expand our operations internationally, which may expose us to risks associated with doing

business internationally.

currently operate in the United States and may further expand our operations internationally.

As a result, we are and may become increasingly

exposed to risks inherent in conducting business outside of the United States.

These risks include the following:

changes in foreign currency exchange rates;

difficulty in protecting any intellectual property rights and trade secrets, including litigation costs and the outcome of such litigation

in jurisdictions outside the United States;

exposure to events that could impair our ability to operate internationally with third parties such as problems with such third parties’

operations, finances, insolvency, labor relations, manufacturing capabilities, costs, insurance, natural disasters, public health

emergencies, or other catastrophic events;

legal or government action or changes in legal or regulatory requirements;

in managing, growing, and staffing international operations;

economic, or political instability;

negative consequences from changes to taxation or tariff policies;

to the transfer pricing of cross-border intercompany transactions;

difficulty in ensuring compliance by employees, agents, and contractors with our policies as well as with the laws of multiple jurisdictions,

including international environmental, health, and safety laws and increasingly complex regulations relating to the conduct of international

commerce, including import/export laws and regulations, economic sanctions laws and regulations, and trade control;

exposure to cybersecurity risks in foreign jurisdictions that may materially and adversely affect our business, financial condition

and results of operations.

may incur significant expenses as a result of our international operations, and we may not be successful in converting those expenditures

into increased profitability.

Our failure to successfully manage these risks could harm our international operations and have an adverse

effect on our business, financial condition and results of operations.

Related to Cryptocurrency Mining

we fail to grow our hashrate, we may be unable to compete, and our business, financial condition, and results of operations could suffer.

a Scrypt miner’s chance of solving a block on the blockchain networks that utilize Scrypt PoW consensus algorithm (collectively,

the “Scrypt Networks”) and earning an associated digital asset block reward and transaction fees is a function of the miner’s

hashrate (i.e., the amount of computing power devoted to supporting the Scrypt Networks), relative to the aggregate hashrate of other

miners participating in those networks.

participation in Scrypt Networks increases, the aggregate network hashrate may increase as additional mining companies deploy computing

resources to compete for available block rewards.

The deployment of new or more efficient mining equipment by competitors could increase

overall network difficulty and reduce the proportionate share of rewards earned by any individual miner that does not expand its hashrate

at a comparable pace.

to remain competitive, we believe we will need to continue to acquire and deploy additional mining equipment both to replace miners lost

to ordinary wear-and-tear or damage and to increase our hashrate in line with growth in the aggregate network hashrate across the Scrypt

There can be no assurance that we will have sufficient capital, access to equipment, or operational capacity to acquire and

deploy new miners at the scale or pace necessary to maintain or improve the profitability of our mining operations.

may be unable to purchase miners at scale or face delays or difficulty in obtaining new miners at scale.”

predicting the growth in network hashrate is extremely difficult.

Generally, we would expect hashrate increases to be correlated with

increases in the market prices of digital assets supported by Scrypt-based blockchain networks, but that has not always been the case.

To the extent that hashrate increases but the price of digital assets mined through Scrypt-based blockchain networks does not, there

can be no assurance that we would be able to recover our investment in the hardware and processing power required to upgrade our mining

operations, and the results of our cryptocurrency mining operations will suffer.

may be unable to purchase miners at scale or face delays or difficulty in obtaining new miners at scale.

cryptocurrency mining operations utilizing the Scrypt PoW consensus algorithm can only be profitable if the costs, inclusive of hardware

and electricity costs, associated with mining digital assets are lower than the price of the digital assets mined at the time of sale.

As the cost of obtaining new miners increases, the cost of producing digital assets also increases.

For example, miners experience ordinary

wear-and-tear from operation and may also face more significant malfunctions caused by factors which may be beyond our control.

Additionally,

as technology evolves, we may acquire newer models of miners to remain competitive in the market.

The continual upgrade and refresh of

mining machines requires substantial capital investment, and we may face challenges in doing so on a timely basis based on the price

and availability of new miners and our access to adequate capital resources.

the past, we have observed periods of shortage in new miners available for purchase and a delay in delivery schedules for new miner purchases.

There is no assurance that miner manufacturers or any other equipment manufacturers will be able to keep pace with potential surges in

demand for mining equipment.

It is uncertain how manufacturers will respond to increased global demand and whether they fulfill purchase

orders fully and in a timely manner.

Supply chain issues or geopolitical matters, including the relationship of the United States with

China and other countries may also impact equipment manufacturers’ ability to fully and timely fulfill purchase orders.

event that miner manufacturers or other suppliers are not able to keep pace with, or fail to satisfy, demand, we may not be able to purchase

miners or other equipment in sufficient quantities or on the delivery schedules required to meet our business needs.

For example, if

delivery of our recently purchased Scrypt miners is delayed or prevented, our business, financial condition, and results of operations

In the past, including for our recent purchase of Scrypt miners, miner manufacturers have required advance deposits for miner

If this continues in the future, we may need to tie up significant amounts of capital for prolonged periods before we receive

and are able to deploy purchased miners to generate revenue.

Should any suppliers default on purchase agreements with us, we may need

to pursue recourse under international jurisdictions, which could be costly and time-consuming.

The outcome of any actions initiated

in such international jurisdictions, and our ability to enforce judgments (if any) issued in our favor on such jurisdictions is inherently

uncertain given differences in legal systems, biases against foreign litigants in certain jurisdictions, and other factors outside our

Furthermore, there is no guarantee that we would succeed in recovering any of the deposits paid for such purchases, which could

materially and adversely affect our business, financial condition, and results of operations.

reliance on third-party mining pool service providers, including ViaBTC & Nicehash, for our mining revenue payouts may have a negative

impact on our business, financial condition, and results of operations.

receive digital asset mining rewards from our mining activity through third-party mining pool operators, including ViaBTC & Nicehash.

Mining pools allow miners to combine their processing power, increasing their chances of solving a block and getting paid by the network.

We provide computing power to mining pools, which use this computing power to operate nodes and validate blocks on the blockchain.

pools then distribute our pro-rata share of digital assets mined to us based on the computing power we contribute.

our mining pool agreements with ViaBTC & Nicehash, our daily payout is calculated based on our hashrate contribution delivered to

the pool in the applicable calculation period, after deducting the applicable pool fee, if any.

Our pool fee in relation to these agreements

is currently at or below 2.0% of our daily payout.

one of our pool operator’s systems suffer downtime due to a cyberattack, software malfunction or other similar issues, it will

negatively impact our ability to mine and receive digital asset mining rewards.

Furthermore, we are dependent on the accuracy of the

mining pool operators’ record keeping to accurately record the total processing power provided by us and other mining pool participants

to the pool for a given digital asset mining application in order to assess the proportion of that total processing power we provided.

While we have internal methods of tracking both our processing power provided and the total used by the pool, the mining pool operator

uses its own recordkeeping to determine our proportion of a given reward.

We have little means of recourse against mining pool operators

if we determine the proportion of the reward paid out to us by the mining pool operator is incorrect, other than leaving the pool.

we are unable to consistently obtain accurate proportionate rewards from our mining pool operators, we may experience reduced reward

for our efforts, which would have an adverse effect on our business, financial condition, and results of operations.

further development and acceptance of the Scrypt network and other digital assets is subject to a variety of factors that are difficult

The slowing or stopping of the development or acceptance of digital asset systems may adversely affect our business, financial

condition, and results of operations.

use of digital assets to, among other things, buy and sell goods and services and complete transactions, is part of a new and rapidly

evolving industry that employs digital assets, based upon a computer-generated mathematical and/or cryptographic protocol.

of this industry in general, and the use of Scrypt network currency in particular, is subject to a high degree of uncertainty, and the

slowing or stopping of the development or acceptance of developing protocols may occur unpredictably.

factors that could affect further development and acceptance of digital asset networks and other digital assets include:

worldwide growth in the adoption and use of digital assets as a medium of exchange or store of value;

regulation of Bitcoin, Dogecoin, Litecoin, or their use, or restrictions on or regulation of access to and operation of the Bitcoin,

Dogecoin, or Litecoin networks or similar digital asset systems;

on financial institutions processing funds for digital asset transactions, processing wire transfers to or from digital asset exchanges,

digital-asset-related companies or service providers, or servicing or maintaining accounts for persons or entities transacting in

Bitcoin, Dogecoin, or other digital assets;

in consumer demographics and public tastes and preferences;

maintenance and development of the open-source software protocol of the network, including software updates and changes to network

protocols that could introduce bugs or security risks;

increased consolidation of contributors to the Bitcoin, Litecoin, or Dogecoin blockchains through mining pools;

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

use of the networks supporting digital assets for developing smart contracts and distributed applications;

economic conditions and the regulatory environment relating to digital assets;

environmental

restrictions on the use of power to mine Scrypt Network currency and a resulting decrease in global Scrypt Network mining operations;

increase in transaction costs on Bitcoin, Dogecoin, or Litecoin networks and a resultant reduction in the use of and demand for such

digital assets;

historical financial statements do not reflect the potential variability in earnings that we may experience in the future relating to

our bitcoin holdings

historical financial statements do not fully reflect the potential variability in earnings that we may experience in the future from

holding or selling significant amounts of bitcoin.

price of bitcoin has historically been subject to dramatic price fluctuations and is highly volatile.

In December 2023, the FASB issued

ASU 2023-08, which we adopted as of January 1, 2025.

determine the fair value of our bitcoin based on quoted (unadjusted) prices on the Coinbase exchange (our principal market for bitcoin).

2023-08 requires us to measure our bitcoin holdings at fair value in our statement of financial position, and to recognize gains and

losses from changes in the fair value of our bitcoin in net income each reporting period.

ASU 2023-08 also requires us to provide certain

interim and annual disclosures with respect to our bitcoin holdings.

we intend to purchase additional bitcoin in future periods and increase our overall holdings of bitcoin, we expect that the proportion

of our total assets represented by our bitcoin holdings will increase in the future.

As a result, and in particular due to our adoption

of ASU 2023-08, volatility in our earnings may be significantly more than what we experienced in prior periods.

availability of spot ETPs for bitcoin and other digital assets may adversely affect the market price of our listed securities

bitcoin and other digital assets have experienced a surge of investor attention since bitcoin was invented in 2008, until recently investors

in the United States had limited means to gain direct exposure to bitcoin through traditional investment channels, and instead generally

were only able to hold bitcoin through “hosted” wallets provided by digital asset service providers or through “unhosted”

wallets that expose the investor to risks associated with loss or hacking of their private keys.

Given the relative novelty of digital

assets, general lack of familiarity with the processes needed to hold bitcoin directly, as well as the potential reluctance of financial

planners and advisers to recommend direct bitcoin holdings to their retail customers because of the manner in which such holdings are

custodied, some investors have sought exposure to bitcoin through investment vehicles that hold bitcoin and issue shares representing

fractional undivided interests in their underlying bitcoin holdings.

These vehicles, which were previously offered only to “accredited

investors” on a private placement basis, have in the past traded at substantial premiums to net asset value, possibly due to the

relative scarcity of traditional investment vehicles providing investment exposure to bitcoin.

January 10, 2024, the SEC approved the listing and trading of spot bitcoin ETPs, the shares of which can be sold in public offerings

and are traded on U.S.

national securities exchanges.

The approved ETPs commenced trading directly to the public on January 11, 2024,

with a trading volume of $4.6 billion on the first trading day.

Additionally, on May 23, 2024, the SEC approved rule changes permitting

the listing and trading of spot ETPs that invest in ether, the main crypto asset supporting the Ethereum blockchain.

The approved spot

ETPs commenced trading directly to the public on July 23, 2024.

The listing and trading of spot ETPs for ether offers investors another

alternative to gain exposure to digital assets, which could result in a decline in the trading price of bitcoin as well as a decline

in the value of our common stock relative to the value of our bitcoin.

we are an operating company, and we believe we offer a different value proposition than a bitcoin investment vehicle such as a spot bitcoin

ETP, investors may nevertheless view our common stock as an alternative to an investment in an ETP, and choose to purchase shares of

a spot bitcoin ETP instead of our common stock.

They may do so for a variety of reasons, including if they believe that ETPs offer a

“pure play” exposure to bitcoin that is generally not subject to federal income tax at the entity level as we are, or the

other risk factors applicable to an operating business, such as ours.

Additionally, unlike spot bitcoin ETPs, we (i) do not seek for

our shares of common stock to track the value of the underlying bitcoin we hold before payment of expenses and liabilities, (ii) do not

benefit from various exemptions and relief under the Securities Exchange Act of 1934, as amended, including Regulation M, and other securities

laws, which enable ETPs to continuously align the value of their shares to the price of the underlying assets they hold through share

creation and redemption, (iii) are a Delaware corporation rather than a statutory trust, and do not operate pursuant to a trust agreement

that would require us to pursue one or more stated investment objectives, and (iv) are not required to provide daily transparency as

to our bitcoin holdings or our daily net asset value.

Furthermore, recommendations by broker-dealers to buy, hold, or sell complex products

and non-traditional ETPs, or an investment strategy involving such products, may be subject to additional or heightened scrutiny that

would not be applicable to broker-dealers making recommendations with respect to our class A common stock.

Based on how we are viewed

in the market relative to ETPs, and other vehicles which offer economic exposure to bitcoin, such as bitcoin futures exchange-traded

funds (“ETFs”), leveraged bitcoin futures ETFs, and similar vehicles offered on international exchanges, any premium or discount

in our common stock relative to the value of our bitcoin holdings may increase or decrease in different market conditions.

a result of the foregoing factors, availability of spot ETPs for bitcoin and other digital assets could have a material adverse effect

on the market price of our listed securities.

bitcoin strategy subjects us to enhanced regulatory oversight

noted above, several spot bitcoin ETPs have received approval from the SEC to list their shares on a U.S.

national securities exchange

with continuous share creation and redemption at net asset value.

Even though we are not, and do not function in the manner of, a spot

bitcoin ETP, it is possible that we nevertheless could face regulatory scrutiny from the SEC or other federal or state agencies due to

our bitcoin holdings.

addition, there has been increasing focus on the extent to which digital assets can be used to launder the proceeds of illegal activities,

fund criminal or terrorist activities, or circumvent sanctions regimes, including those sanctions imposed in response to the ongoing

conflict between Russia and Ukraine.

While we have implemented and maintain policies and procedures reasonably designed to promote compliance

with applicable anti-money laundering and sanctions laws and regulations and take care to only acquire our bitcoin through entities subject

to anti-money laundering regulation and related compliance rules in the United States, if we are found to have purchased any of our bitcoin

from bad actors that have used bitcoin to launder money or persons subject to sanctions, we may be subject to regulatory proceedings

and any further transactions or dealings in bitcoin by us may be restricted or prohibited.

our bitcoin holdings do not currently serve as collateral securing any of our outstanding indebtedness as of December 31, 2024, we may

incur indebtedness or enter into other financial instruments in the future that may be collateralized by our bitcoin holdings.

also consider pursuing strategies to create income streams or otherwise generate funds using our bitcoin holdings.

These types of bitcoin-related

transactions are the subject of enhanced regulatory oversight.

These and any other bitcoin-related transactions we may enter into, beyond

simply acquiring and holding bitcoin, may subject us to additional regulatory compliance requirements and scrutiny, including under federal

and state money services regulations, money transmitter licensing requirements and various commodity and securities laws and regulations.

laws, guidance and policies may be issued by domestic and foreign regulators following the filing for Chapter 11 bankruptcy protection

by FTX, one of the world’s largest cryptocurrency exchanges, in November 2022.

While the financial and regulatory fallout from

FTX’s collapse did not directly impact our business, financial condition or corporate assets, the FTX collapse may have increased

regulatory focus on the digital assets industry.

Increased enforcement activity and changes in the regulatory environment, including

changing interpretations and the implementation of new or varying regulatory requirements by the government or any new legislation affecting

bitcoin, as well as enforcement actions involving or impacting our trading venues, counterparties and custodians, may impose significant

costs or significantly limit our ability to hold and transact in bitcoin.

addition, private actors that are wary of bitcoin or the regulatory concerns associated with bitcoin have in the past taken and may in

the future take further actions that may have an adverse effect on our business or the market price of our listed securities.

an affiliate of HSBC Holdings has prohibited customers of its HSBC InvestDirect retail investment platform from buying shares of our

class A common stock after determining that the value of our stock is related to the performance of bitcoin, indicating that it did not

want to facilitate exposure to virtual currencies.

to the unregulated nature and lack of transparency surrounding the operations of many bitcoin trading venues, bitcoin trading venues

may experience greater fraud, security failures or regulatory or operational problems than trading venues for more established asset

classes, which may result in a loss of confidence in bitcoin trading venues and adversely affect the value of our bitcoin

trading venues are relatively new and, in many cases, unregulated.

Furthermore, there are many bitcoin trading venues which do not provide

the public with significant information regarding their ownership structure, management teams, corporate practices and regulatory compliance.

As a result, the marketplace may lose confidence in bitcoin trading venues, including prominent exchanges that handle a significant volume

of bitcoin trading and/or are subject to regulatory oversight, in the event one or more bitcoin trading venues cease or pause for a prolonged

period the trading of bitcoin or other digital assets, or experience fraud, significant volumes of withdrawal, security failures or operational

2019 there were reports claiming that 80-95% of bitcoin trading volume on trading venues was false or non-economic in nature, with

specific focus on unregulated exchanges located outside of the United States.

The SEC also alleged as part of its June 5, 2023

complaint against Binance Holdings Ltd.

that Binance committed strategic and targeted “wash trading” through its

affiliates to artificially inflate the volume of certain digital assets traded on its exchange.

The SEC has also brought recent

actions against individuals and digital asset market participants alleging that such persons artificially increased trading volumes

in certain digital assets through wash trades, or repeated buying and selling of the same assets in fictitious transactions to

manipulate their underlying trading price.

Such reports and allegations may indicate that the bitcoin market is significantly

smaller than expected and that the United States makes up a significantly larger percentage of the bitcoin market than is commonly

Any actual or perceived wash trading in the bitcoin market, and any other fraudulent or manipulative acts and practices,

could adversely affect the value of our bitcoin.

Negative perception, a lack of stability in the broader bitcoin markets and the

closure, temporary shutdown or operational disruption of bitcoin trading venues, lending institutions, institutional investors,

institutional miners, custodians, or other major participants in the bitcoin ecosystem, due to fraud, business failure,

cybersecurity events, government-mandated regulation, bankruptcy, or for any other reason, may result in a decline in confidence in

bitcoin and the broader bitcoin ecosystem and greater volatility in the price of bitcoin.

For example, in 2022, each of Celsius

Network, Voyager Digital, Three Arrows Capital, FTX, and BlockFi filed for bankruptcy, following which the market prices of bitcoin

and other digital assets significantly declined.

In addition, in June 2023, the SEC announced enforcement actions against Coinbase,

Inc., and Binance Holdings Ltd., two providers of large trading venues for digital assets, which similarly was followed by a

decrease in the market price of bitcoin and other digital assets.

These were followed in November 2023, by an SEC enforcement action

against Payward Inc.

and Payward Ventures Inc., together known as Kraken, another large trading venue for digital assets.

price of our listed securities is affected by the value of our bitcoin holdings, the failure of a major participant in the

bitcoin ecosystem could have a material adverse effect on the market price of our listed securities.

concentration of our bitcoin holdings enhances the risks inherent in our bitcoin strategy

of March 3, 2025, we held approximately 19.11 bitcoins that were acquired at an aggregate purchase price of $2.00 million and we intend

to purchase additional bitcoin and increase our overall holdings of bitcoin in the future.

The concentration of our bitcoin holdings

limits the risk mitigation that we could achieve if we were to purchase a more diversified portfolio of treasury assets, and the absence

of diversification enhances the risks inherent in our bitcoin strategy.

The price of bitcoin experienced a significant decline in 2022,

and this had, and any future significant declines in the price of bitcoin would have, a more pronounced impact on our financial condition

than if we used our cash to purchase a more diverse portfolio of assets.

emergence or growth of other digital assets, including those with significant private or public sector backing, could have a negative

impact on the price of bitcoin and adversely affect our business

a result of our bitcoin strategy, our assets are concentrated in our bitcoin holdings.

Accordingly, the emergence or growth of digital

assets other than bitcoin may have a material adverse effect on our financial condition.

As of December 31, 2024, bitcoin was the largest

digital asset by market capitalization.

However, there are numerous alternative digital assets and many entities, including consortiums

and financial institutions, are researching and investing resources into private or permissioned blockchain platforms or digital assets

that do not use proof-of-work mining like the Bitcoin network.

For example, in late 2022, the Ethereum network transitioned to a “proof-of-stake”

mechanism for validating transactions that requires significantly less computing power than proof-of-work mining.

The Ethereum network

has completed another major upgrade since then and may undertake additional upgrades in the future.

If the mechanisms for validating

transactions in Ethereum and other alternative digital assets are perceived as superior to proof-of-work mining, those digital assets

could gain market share relative to bitcoin.

alternative digital assets that compete with bitcoin in certain ways include “stablecoins,” which are designed to maintain

a constant price because of, for instance, their issuers’ promise to hold high-quality liquid assets (such as U.S.

dollar deposits

and short-term U.S.

treasury securities) equal to the total value of stablecoins in circulation.

Stablecoins have grown rapidly as an

alternative to bitcoin and other digital assets as a medium of exchange and store of value, particularly on digital asset trading platforms.

As of December 31, 2024, two of the eight largest digital assets by market capitalization were U.S.

dollar-pegged stablecoins.

consumer sentiment and perception of Bitcoin, Dogecoin, Litecoin or digital assets generally.

outcome of these factors could have negative effects on our business, financial condition, and results of operations as well as potentially

negative effect on the value of any digital asset we mine or otherwise acquire or hold for our own account, which would harm investors

in our securities.

development and acceptance of competing blockchain platforms or technologies may cause consumers to use alternative distributed ledgers

or other alternatives.

development and acceptance of competing blockchain platforms or technologies may cause industry participants and consumers to abandon

Scrypt networks.

As Scrypt network assets are the only digital asset we mine, we could face difficulty adapting to emergent digital ledgers,

blockchains or alternatives thereto.

This could prevent us from realizing the anticipated profits from our investments.

Such circumstances

could have a material adverse effect on our business, financial condition, and results of operations and the value of any digital assets

we mine or otherwise acquire or hold for our own account.

operations, investment strategies, and profitability may be adversely affected by competition from other methods of investing in Bitcoin,

Dogecoin, Litecoin or other digital assets.

compete with other users and/or companies that are mining Scrypt network digital currency and other digital assets, and we also face

significant competition from other users and/or companies that are processing transactions on one or more digital asset networks, as

well as other potential financial vehicles, including securities, derivatives or futures backed by, or linked to, digital assets through

entities such as exchange-traded funds, including spot Bitcoin exchange-traded funds (ETFs).

Market and financial conditions, and other

conditions beyond our control, may make it more attractive to invest in other financial vehicles, or to invest in Bitcoin, Dogecoin or

Litecoin directly, which could limit the market for shares of our common stock and reduce its liquidity.

The emergence of other financial

vehicles and exchange-traded funds have been scrutinized by regulators and such scrutiny and the negative impressions or conclusions

resulting from such scrutiny could be applicable to us and impact our ability to successfully pursue our strategy or operate at all,

or to establish or maintain a public market for our securities.

Such circumstances could have a material adverse effect on our business,

financial condition, and results of operations and potentially the value of any digital assets we mine or otherwise acquire or hold for

our own account, and could harm our investors.

characteristics of certain Scrypt currencies have been, and may in the future continue to be, exploited to facilitate illegal activity

such as fraud, money laundering, tax evasion, and ransomware scams.

Furthermore, the exchanges on which Scrypt currency trades are relatively

new and, in most cases, largely unregulated and may therefore be more exposed to fraud and failure than established, regulated exchanges

for other assets.

Such circumstances may result in a reduction in the price of these digital assets and can adversely affect our business,

financial condition, and results of operations.

assets mined through Scrypt-based blockchain networks and the exchanges on which such digital assets trade are relatively new and, in

most cases, largely unregulated.

Certain characteristics, including the speed with which digital asset transactions can be conducted,

the ability to conduct transactions without the involvement of regulated intermediaries, the ability to engage in transactions across

multiple jurisdictions, the irreversible nature of certain digital asset transactions, and encryption technology that anonymizes these

transactions make digital assets, particularly susceptible to use in illegal activity such as fraud, money laundering, tax evasion, and

ransomware scams.

Furthermore, many digital asset exchanges do not typically provide the public with significant information regarding

their ownership structure, management teams, corporate practices, or regulatory compliance.

As a result, the marketplace may lose confidence

in, or may experience problems relating to, digital asset exchanges, including prominent exchanges handling a significant portion of

the volume of digital assets trading.

we continue to maintain policies and procedures reasonably designed to promote compliance with applicable anti-money laundering and sanctions

laws, if we are found to have transacted with bad actors that have used digital assets to launder money or persons subject to sanctions,

we may be subject to regulatory proceedings and may be prohibited or restricted from engaging in further transactions or dealings in

digital assets.

Furthermore, negative perception, a lack of stability in the broader digital asset markets, and the closure or temporary

shutdown of digital asset exchanges due to fraud, business failure, hackers, malware, or government-mandated regulation may reduce confidence

in digital assets and result in greater volatility in the prices of digital assets.

A number of digital asset exchanges have been closed

due to fraud, failure, or security breaches.

In many of these instances, the customers of such digital asset exchanges were not compensated

or made whole for the partial or complete losses of their account balances in such digital asset exchanges.

To the extent investors view

our common stock as linked to the value of our digital asset holdings, such a negative perception of digital asset exchanges could have

a material adverse effect on the price of our common stock.

may be illegal now, or in the future, to acquire, own, hold, sell, or use digital assets, participate in blockchains or utilize similar

digital assets in one or more countries.

currently digital assets generally are not regulated or are lightly regulated in most countries, countries such as China have taken harsh

regulatory action to curb the use of digital assets and may continue to take regulatory action in the future that could severely restrict

the right to acquire, own, hold, sell, or use these digital assets or to exchange them for fiat currency.

For example, in 2021 China

instituted a blanket ban on all digital asset mining and transactions, including overseas digital asset exchange services taking place

in China, effectively making all digital asset-related activities illegal in China.

In certain nations, it is illegal to accept payment

in Bitcoin or other digital assets for consumer transactions, and banking institutions are barred from accepting deposits of Bitcoin.

Such restrictions may adversely affect us as the large-scale use of digital assets as a means of exchange is presently confined to certain

regions globally.

Such circumstances could have a material adverse effect on our business, financial condition, and results of operations

and potentially the value of any digital asset we mine or otherwise acquire or hold for our own account, ultimately harming investors.

failure to properly monitor and upgrade the Scrypt network’s protocol could damage that network and an investment in our securities.

open-source projects, blockchain networks that utilize the Scrypt PoW consensus algorithm generally do not generate revenues for their

contributors, and contributors are typically not compensated for maintaining or updating the underlying network protocols.

guaranteed financial incentives for contributors to maintain or develop the Scrypt-based network protocols, and the lack of guaranteed

resources to adequately address emerging issues with such networks may reduce incentives to address the issues adequately or in a timely

To the extent that contributors fail to adequately update and maintain the protocols governing Scrypt-based blockchain networks,

there may be a material adverse effect on our business, prospects, or operations and potentially the value of any digital assets we mine

or otherwise acquire or hold for our own account.

is a possibility of Scrypt mining algorithms transitioning to “proof of stake” validation, which could make us less competitive

and adversely affect our business, financial condition, and results of operations.

of stake” is an alternative method in validating digital asset transactions.

Should the Scrypt network shift from a “proof

of work” validation method to a “proof of stake” validation method, mining would require less energy and may render

companies, such as ours, less competitive.

Furthermore, if our miners or other mining infrastructure cannot be modified to accommodate

changes in rule or protocol of the Scrypt network, our business, financial condition, and results of operations will be significantly

a malicious actor or botnet obtains control of a majority of the processing power active on any digital asset network, including the

Scrypt network, the blockchain may be manipulated in a manner that adversely affects an investment in us.

a malicious actor or botnet (a volunteer or hacked collection of computers controlled by networked software coordinating the actions

of the computers) obtains a majority of the processing power dedicated to mining on any digital asset network, including the Scrypt network,

it may be able to alter the blockchain by constructing fraudulent blocks or preventing certain transactions from completing in a timely

manner, or at all.

In such alternate blocks, the malicious actor or botnet could control, exclude, or modify the ordering of transactions,

though it could not generate new digital assets or transactions using such control.

Using alternate blocks, the malicious actor could

“double-spend” its own digital assets (i.e., spend the same digital assets in more than one transaction) and prevent the

confirmation of other users’ transactions for so long as it maintains control.

To the extent that such malicious actor or botnet

did not yield its control of the processing power on the Scrypt or other network, or the Scrypt or other community did not reject the

fraudulent blocks as malicious, reversing any changes made to the blockchain may not be possible.

ceasing operations would reduce the collective processing power on Scrypt-based digital asset networks, which would adversely affect

the confirmation process for transactions (i.e., temporarily decreasing the speed at which blocks are added to the applicable blockchain

until the next scheduled adjustment in difficulty for block solutions).

If a reduction in processing power occurs, Scrypt-based networks,

including those underlying Litecoin and Dogecoin, may become more vulnerable to a malicious actor obtaining control in excess of 50%

of the processing power on the relevant network.

Although as of the date hereof, there are no known reports of malicious activity or

permanent control of the Litecoin or Dogecoin blockchains achieved through controlling over 50% of the processing power on such networks,

it is believed that certain mining pools may have exceeded, and could exceed, the 50% threshold from time to time.

The possible crossing

of the 50% threshold indicates a greater risk in that a single mining pool could exert authority over transaction validation, block ordering,

or protocol behavior on a Scrypt-based network.

To the extent that Scrypt-based digital asset ecosystems, including developers and administrators

of mining pools, do not act to ensure greater decentralization of mining processing power, the feasibility of a malicious actor obtaining

control of the processing power on one or more of these networks will likely increase, which may adversely impact our business, financial

condition, and results of operations.

events and manmade disasters may affect our business.

weather events and other natural or manmade disasters may cause physical damage, disrupt power availability, increase electricity costs,

or interrupt services at our colocation sites or those of key vendors.

While we may maintain business continuity and disaster recovery

plans, such plans may not be effective in all circumstances.

Any prolonged disruption could have a material adverse effect on our business,

financial condition, and results of operations.

or protocol changes in Scrypt-based digital asset networks may adversely affect the value of digital assets we hold.

can propose refinements or improvements to the source code governing Scrypt-based digital asset networks, including the protocols and

software that govern Litecoin, Dogecoin, or other Scrypt-mined digital assets, and the properties of such assets, including transaction

finality, block rewards, and issuance schedules.

These changes may result in a “fork.” In the event a developer or group

of developers proposes modifications that are not accepted by a majority of miners and users, but are nonetheless accepted by a substantial

plurality, two or more competing and incompatible blockchain implementations could result running in parallel, yet lacking interchangeability

and necessitating exchange-type transactions to convert assets between the forks.

This is commonly referred to as a “hard fork.”

value of digital assets following the creation of a fork is subject to many factors, including the value of the forked asset, market

reaction, network adoption, and the occurrence of additional forks in the future.

It may be unclear following a fork which blockchain

represents the original asset and which represents a new asset.

If we hold Bitcoin, Litecoin, Dogecoin, or other digital assets at the

time of a hard fork, industry standards may dictate that we would be expected to hold an equivalent amount of the old and new assets

following the fork.

we may not be able, or it may not be practical, to secure or realize the economic benefit of the new asset for various reasons.

we may determine that there is no safe or practical way to custody the new asset, that attempting to do so may pose an unacceptable risk

to our existing holdings, or that the costs of taking possession of or maintaining ownership of the new digital asset exceed the benefits

of owning it.

Additionally, laws, regulations, or other factors may prevent us from benefiting from the new asset even if custody is

technically feasible.

As a result, we may not be able to realize the economic benefit of a fork, either immediately or at all, which

could adversely affect the value of the digital assets we hold and our business, financial condition, and results of operations.

may curtail the energy used by our Scrypt-based digital asset mining operations during periods of elevated energy prices, grid congestion,

or power shortages, either voluntarily or pursuant to agreements with utility providers or grid operators.

We may also encounter circumstances

in which utilities or government entities restrict or prohibit the provision of electricity to digital asset mining operations.

such cases, our ability to mine Litecoin, Dogecoin, or other Scrypt-based digital assets may be negatively affected, which could reduce

our operating revenues and adversely impact our business, financial condition, and results of operations.

parties may assert intellectual property or other legal claims relating to the holding, transfer, mining, or validation of digital assets,

including Bitcoin, Litecoin, Dogecoin, and their associated source code or consensus mechanisms.

Regardless of the merit of any such

claim, any threatened action that reduces confidence in the long-term viability of one or more digital asset networks, or in the ability

of end-users to hold or transfer digital assets, may adversely affect the value of the digital assets we hold and our business, financial

condition, and results of operations.

Additionally,

central banks in some countries have started to introduce digital forms of legal tender.

For example, China’s CBDC project was

made available to consumers in January 2022, and governments including the United States, the United Kingdom, the European Union, and

Israel have been discussing the potential creation of new CBDCs.

Whether or not they incorporate blockchain or similar technology, CBDCs,

as legal tender in the issuing jurisdiction, could also compete with, or replace, bitcoin and other digital assets as a medium of exchange

or store of value.

As a result, the emergence or growth of these or other digital assets could cause the market price of bitcoin to decrease,

which could have a material adverse effect on our business, prospects, financial condition, and operating results.

bitcoin holdings are less liquid than our existing cash and cash equivalents and may not be able to serve as a source of liquidity for

us to the same extent as cash and cash equivalents

Historically,

the bitcoin market has been characterized by significant volatility in price, limited liquidity and trading volumes compared to sovereign

currencies markets, relative anonymity, a developing regulatory landscape, potential susceptibility to market abuse and manipulation,

compliance and internal control failures at exchanges, and various other risks inherent in its entirely electronic, virtual form and

decentralized network.

During times of market instability, we may not be able to sell our bitcoin at favorable prices or at all.

example, a number of bitcoin trading venues temporarily halted deposits and withdrawals in 2022, although the Coinbase exchange (our

principal market for bitcoin) has, to date, not done so.

As a result, our bitcoin holdings may not be able to serve as a source of liquidity

for us to the same extent as cash and cash equivalents.

Further, bitcoin we hold with our custodians and transact with our trade execution

partners does not enjoy the same protections as are available to cash or securities deposited with or transacted by institutions subject

to regulation by the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation.

Additionally, we may be

unable to enter into term loans or other capital raising transactions collateralized by our unencumbered bitcoin or otherwise generate

funds using our bitcoin holdings, including in particular during times of market instability or when the price of bitcoin has declined

significantly.

If we are unable to sell our bitcoin, enter into additional capital raising transactions, including capital raising transactions

using bitcoin as collateral, or otherwise generate funds using our bitcoin holdings, or if we are forced to sell our bitcoin at a significant

loss, in order to meet our working capital requirements, our business and financial condition could be negatively impacted.

we or our third-party service providers experience a security breach or cyberattack and unauthorized parties obtain access to our bitcoin,

or if our private keys are lost or destroyed, or other similar circumstances or events occur, we may lose some or all of our bitcoin

and our financial condition and results of operations could be materially adversely affected

a meritorious intellectual property claim could prevent us or other participants from accessing one or more digital asset networks or

from holding, transferring, or mining certain digital assets.

As a result, an intellectual property claim against us or other significant

network participants could materially adversely affect our business, financial condition, and results of operations.

are highly concentrated in Bitcoin, Dogecoin, and Litecoin, each of which is highly volatile.

Fluctuations in the prices of these digital

assets have influenced, and are likely to continue to influence, our business, financial condition, results of operations, and the market

price of our common stock.

our investments and treasury strategy are highly concentrated in Bitcoin, Dogecoin, and Litecoin.

We generate revenue from digital asset

rewards earned through self-mining operations, including Scrypt-based mining, and we may also acquire additional digital assets through

market purchases to build and manage our digital asset reserves.

As a result, our business, financial condition, and results of operations

are materially exposed to price movements in these digital assets.

Dogecoin, and Litecoin have each experienced significant price volatility, and fluctuations in their prices have in the past influenced,

and are likely to continue to influence, our operating results and the market price of our common stock.

Our business, financial condition,

results of operations, and the market price of our common stock would be adversely affected if the market price of any or all of these

digital assets were to decline substantially, including as a result of:

user, miner, and investor confidence in Bitcoin, Dogecoin, or Litecoin, including due to the various factors described herein;

and trading activities, including (i) trading activities of highly active retail and institutional users, speculators, miners, and

investors, (ii) actual or expected significant dispositions of Bitcoin, Dogecoin, or Litecoin by large holders, including funds or

vehicles investing in or tracking digital asset markets, and (iii) actual or perceived manipulation of spot or derivative markets

for these digital assets or related exchange-traded products;

publicity, media coverage, or sentiment relating to Bitcoin, Dogecoin, Litecoin, or the broader digital asset industry, including,

for example, (i) public perception that digital assets may be used to circumvent sanctions or to fund criminal or terrorist activities;

(ii) expected or pending civil, criminal, regulatory, or enforcement actions against major digital asset industry participants;

bankruptcies or insolvencies of major participants in the digital asset ecosystem;

and (iv) actual or perceived environmental impacts

associated with digital asset mining, including concerns regarding energy consumption;

in consumer preferences or perceptions regarding the value, utility, or long-term prospects of Bitcoin, Dogecoin, Litecoin or other

digital assets;

from other digital assets or blockchain-based technologies that may offer perceived advantages in speed, security, scalability, energy

efficiency, functionality, or regulatory acceptance;

in the prices of other digital assets, including stablecoins, or the failure, de-pegging, or unavailability of stablecoins used as

trading or settlement instruments in digital asset markets, to the extent such events reduce confidence in digital assets generally

or adversely affect the prices of Bitcoin, Dogecoin, or Litecoin;

failures, outages, or interruptions in service of digital asset exchanges, trading platforms, or market infrastructure supporting

Bitcoin, Dogecoin, or Litecoin;

cyber-attacks,

theft, or loss of digital assets from custodians, wallet providers, exchanges, or other market participants, or publicity relating

to such events;

filings, liquidations, or financial distress involving digital asset custodians, exchanges, lending platforms, investment funds,

or other ecosystem participants;

legislative, judicial, or enforcement actions that adversely affect the ownership, transferability, trading volumes, legality, valuation,

or public perception of Bitcoin, Dogecoin, Litecoin or other digital assets, or that restrict the ability of digital asset market

participants to operate;

in mining rewards or incentives, including changes to block rewards, protocol-level economics, or increases in costs associated with

mining operations, including electricity, hardware, or infrastructure costs, which could reduce network participation or security;

limitations, including transaction congestion, settlement delays, or increased transaction fees on the underlying networks;

macroeconomic

conditions, including changes in interest rates, inflation, monetary or fiscal policy, capital market conditions, or currency devaluations;

in mathematics, cryptography, or computing, including developments in quantum computing, that could compromise or undermine the cryptographic

security of one or more digital asset networks;

in domestic or international economic, political, or geopolitical conditions.

time to time, we have entered, and may continue to enter, into certain hedging transactions to mitigate our exposure to fluctuations

in the market prices of Bitcoin, Dogecoin, and Litecoin, which represent the substantial majority of our digital asset holdings by value.

Engaging in hedging transactions may expose us to risks associated with such transactions, including counterparty risk.

against a decline in the value of our digital asset holdings caused by volatility in Bitcoin, Dogecoin, and Litecoin prices does not

eliminate the possibility of fluctuations in the values of such holdings or prevent losses if the values of such holdings decline for

reasons other than those being hedged.

Such hedging transactions may also limit the opportunity for gain if the market prices of these

digital assets increase.

it may not be possible to hedge against particular price movements that are so generally anticipated by the market that a hedging transaction

at an acceptable price is unavailable.

In light of these and other factors, we may not be successful in mitigating our exposure to volatility

in the prices of Bitcoin, Dogecoin, and Litecoin through any hedging transactions we undertake.

hold Bitcoin, Dogecoin, and Litecoin as principal components of our treasury and operating strategy and, as a result of merged Scrypt

mining, we may also receive and hold other digital assets in de minimis amounts from time to time.

digital asset holdings are not insured, and we do not hold such assets with a banking institution or a member of the Federal Deposit

Insurance Corporation (“FDIC”) or the Securities Investor Protection Corporation (“SIPC”).

Accordingly, our digital

assets are not subject to the protections enjoyed by depositors with FDIC- or SIPC-member institutions.

Instead, we safeguard our material

digital asset holdings by utilizing third-party custody solutions, including Anchorage Digital Bank, and Coinbase Prime.

custodians employ security measures such as redundancy, segregation, and cold storage designed to reduce the risk of loss, damage, or

theft, neither we nor our custodians can guarantee that such loss, damage, or theft will not occur, whether due to cyber-attack, human

error, insider misconduct, technical failure, or force majeure events.

Furthermore, although the custodian maintains insurance coverage

for certain cyber and operational risks, such coverage may be subject to limitations, exclusions, or coverage caps and may be insufficient

to fully compensate us for potential losses.

Given the concentrated nature of our digital asset holdings, including our holdings of Bitcoin,

Dogecoin, and Litecoin, risks such as security breaches, cyber-attacks, operational failures, or the risk that our digital assets could

be deemed property of a bankruptcy estate of a custodian are of particular concern.

See “- Due to the evolving nature of insolvency

law and market practice, digital assets held in custody for customers may be treated as part of a custodian’s bankruptcy estate.

Any loss, whether temporary or permanent, of our digital assets could adversely affect our business, financial condition, and results

of operations.

Dogecoin, Litecoin, and other digital assets are controlled through cryptographic key pairs associated with blockchain addresses, and

transactions are authorized through cryptographic signing mechanisms implemented by the applicable custody platform.

When transactions

are executed, relevant transaction data, including public blockchain addresses, is recorded on the applicable blockchain network.

do not directly possess, manage, or control private keys or seed phrases associated with the majority of our digital assets.

Substantially

all of the bitcoin we own is held in custody accounts at institutional-grade digital asset custodians.

Security breaches and cyberattacks

are of particular concern with respect to our bitcoin.

Bitcoin and other blockchain-based cryptocurrencies and the entities that provide

services to participants in the bitcoin ecosystem have been, and may in the future be, subject to security breaches, cyberattacks, or

other malicious activities.

For example, in October 2021 it was reported that hackers exploited a flaw in the account recovery process

and stole from the accounts of at least 6,000 customers of the Coinbase exchange (our principal market for bitcoin), although the flaw

was subsequently fixed and Coinbase reimbursed affected customers.

Similarly, in November 2022, hackers exploited weaknesses in the security

architecture of the FTX Trading digital asset exchange and reportedly stole over $400 million in digital assets from customers.

security breach or cyberattack could result in:

partial or total loss of our bitcoin in a manner that may not be covered by insurance or

the liability provisions of the custody agreements with the custodians who hold our bitcoin;

to our reputation and brand;

disclosure of data and violations of applicable data privacy and other laws;

● significant

regulatory scrutiny, investigations, fines, penalties, and other legal, regulatory, contractual

and financial exposure.

any actual or perceived data security breach or cybersecurity attack directed at other companies with digital assets or companies that

operate digital asset networks, regardless of whether we are directly impacted, could lead to a general loss of confidence in the broader

Bitcoin blockchain ecosystem or in the use of the Bitcoin network to conduct financial transactions, which could negatively impact us.

upon systems across a variety of industries, including industries related to bitcoin, are increasing in frequency, persistence, and sophistication,

and, in many cases, are being conducted by sophisticated, well-funded and organized groups and individuals, including state actors.

techniques used to obtain unauthorized, improper or illegal access to systems and information (including personal data and digital assets),

disable or degrade services, or sabotage systems are constantly evolving, may be difficult to detect quickly, and often are not recognized

or detected until after they have been launched against a target.

These attacks may occur on our systems or those of our third-party

service providers or partners.

We may experience breaches of our security measures due to human error, malfeasance, insider threats,

system errors or vulnerabilities or other irregularities.

In particular, unauthorized parties have attempted, and we expect that they

will continue to attempt, to gain access to our systems and facilities, as well as those of our partners and third-party service providers,

through various means, such as hacking, social engineering, phishing and fraud.

In the past, hackers have successfully employed a social

engineering attack against one of our service providers and misappropriated our digital assets, although, to date, such events have not

been material to our financial condition or operating results.

Threats can come from a variety of sources, including criminal hackers,

hacktivists, state-sponsored intrusions, industrial espionage, and insiders.

In addition, certain types of attacks could harm us even

if our systems are left undisturbed.

For example, certain threats are designed to remain dormant or undetectable, sometimes for extended

periods of time, or until launched against a target and we may not be able to implement adequate preventative measures.

Further, there

has been an increase in such activities due to the increase in work-from-home arrangements since the onset of the COVID-19 pandemic.

The risk of cyberattacks could also be increased by cyberwarfare in connection with the ongoing Russia-Ukraine and Israel-Hamas conflicts,

or other future conflicts, including potential proliferation of malware into systems unrelated to such conflicts.

Any future breach of

our operations or those of others in the bitcoin industry, including third-party services on which we rely, could materially and adversely

affect our business.

face risks relating to the custody of our bitcoin, including the loss or destruction of private keys required to access our bitcoin and

cyberattacks or other data loss relating to our bitcoin

hold our bitcoin with regulated custodians that have duties to safeguard our private keys.

Our custodial services contracts do not restrict

our ability to reallocate our bitcoin among our custodians, and our bitcoin holdings may be concentrated with a single custodian from

all of our digital assets are held with third-party qualified custodians that maintain exclusive control over key-management infrastructure

on our behalf.

As a result, we rely on the operational integrity, internal controls, security architecture, and financial condition of

such custodians to maintain continuous access to our digital assets.

failure, disruption, or compromise of a custodian’s systems, internal controls, authorization processes, or key-management infrastructure

could result in delayed access to, partial loss of, or permanent loss of our digital assets.

It is possible that, through computer malfunction,

software bugs, human error, insider misconduct, theft, or other criminal acts at a custodian or other service provider, our digital assets

could be transferred in incorrect amounts or to unauthorized third parties.

Transactions involving Bitcoin, Dogecoin, Litecoin, and other

digital assets are generally irreversible, and any digital assets that are stolen or incorrectly transferred may be irretrievable.

a result, we may have limited or no effective means of recovering digital assets that are lost, stolen, or misdirected, including where

such losses arise from the actions or failures of third-party custodians or other service providers.

Any such losses could adversely

affect our business, financial condition, and results of operations.

assets and the blockchain networks on which they operate have been, and may in the future be, subject to security breaches, cyberattacks,

or other malicious activity.

and Scrypt-based digital assets, including Litecoin and Dogecoin, as well as the infrastructure supporting custody, settlement, and trading

of digital assets, may be vulnerable to cyberattacks, insider misconduct, technical failures, or other security incidents.

security breach or compromise affecting us, our custodians, our OTC counterparties, or other service providers could result in partial

or total loss of our digital assets, or restrict our ability to access or transfer such assets, which may not be covered by insurance

or indemnification arrangements.

In addition, access to our digital assets could be disrupted by natural disasters, severe weather events,

or human actions such as terrorism or sabotage.

Any such loss, delay, or restriction could have a material adverse effect on our business,

financial condition, and results of operations.

to the evolving nature of insolvency law and market practice, digital assets held in custody for customers may be treated as part of

a custodian’s bankruptcy estate.

maintain substantially all of our digital assets in cold-storage custody arrangements with third-party custodians, including Anchorage

Digital and Coinbase Prime.

Although we generally expect that digital assets held in custody for customers would not be treated as part

of a custodian’s bankruptcy estate, insolvency law and market practice relating to digital assets remain evolving and untested

in certain respects.

in the event of a bankruptcy or insolvency of a custodian, any digital assets held on our behalf were nevertheless deemed to be property

of the bankruptcy estate, such assets could become subject to bankruptcy proceedings and we could be treated as a general unsecured creditor.

This could inhibit our ability to access or exercise ownership rights over our digital assets on a timely basis or at all, and any such

outcome could materially adversely affect our business, financial condition, and results of operations.

executed through OTC counterparties may expose us to operational and counterparty risks.

connection with our treasury management activities, including opportunistic sales of digital assets, we may execute transactions through

OTC counterparties and through agency-desk or similar execution services offered by our custodians.

These activities expose us to operational

and counterparty risks, including settlement delays or failures, transaction errors, compromised instructions, unauthorized transfers,

disputes regarding trade terms, and counterparty insolvency.

Even when transactions are executed through established intermediaries,

no security or control system is infallible, and failures across the digital asset industry demonstrate that market participants may

be undercapitalized, operationally weak, or susceptible to fraud or cyberattack.

Any actual or perceived incident affecting our execution

counterparties or the broader market infrastructure could impair our ability to transact, result in losses, and damage our reputation,

any of which could adversely affect our business, financial condition, and results of operations.

may face risks related to liquidity.

risk is the risk that we will not be able to meet our financial obligations as they come due.

We fund our obligations primarily from

cash and cash equivalents and may, from time to time, elect to sell digital assets in opportunistic market windows to fund working capital

needs, satisfy obligations, or support growth initiatives.

Our liquidity may be adversely affected by declines in digital asset prices,

increases in operating costs (including power and hosting costs), reduced mining profitability, adverse regulatory developments, or broader

capital market volatility.

We may not be able to raise additional funds in a timely manner, in sufficient amounts, or on terms acceptable

to us, if at all.

Any such financing could result in significant dilution to existing shareholders, and any debt financing could impose

restrictive covenants and create claims senior to equity.

If we are unable to generate sufficient liquidity from operations, asset sales,

or financings, we may be required to reduce or delay capital expenditures, curtail growth initiatives, or otherwise materially alter

our strategy, which could have a material adverse effect on our business, financial condition, and results of operations.

developments to Scrypt-based blockchain networks may impact mining revenue streams.

mining operations are entirely dependent on the Scrypt mining algorithm.

As a result, adverse developments affecting Scrypt-based blockchain

networks, including changes to protocol incentives, merged-mining dynamics, transaction fee economics, or miner participation, could

simultaneously impact all of our mining revenue streams.

Unlike miners that operate across multiple proof-of-work algorithms, we do not

have the ability to reallocate computing power to alternative networks without incurring significant capital expenditures, operational

disruption, or downtime.

Any sustained deterioration in the economics of Scrypt-based mining could materially and adversely affect our

business, financial condition, and results of operations.

pseudonymous nature of blockchain transactions poses a risk that our digital assets may be associated with illicit or sanctioned activities.

sanctions laws administered by the Office of Foreign Assets Control restrict dealings with sanctioned persons and jurisdictions.

to the pseudonymous nature of blockchain transactions, there is a risk that digital assets we receive, hold, or transfer in connection

with mining proceeds or treasury sales could be associated, directly or indirectly, with sanctioned persons or illicit activity.

we may implement policies and controls designed to mitigate these risks, such controls may not be fully effective.

Any actual or alleged

violation could result in investigations, fines, penalties, reputational harm, and restrictions on our ability to transact, which could

materially adversely affect our business, financial condition, and results of operations.

are risks associated with derivative transactions involving digital assets.

engage in derivatives transactions on Bitcoin, Dogecoin, and Litecoin for hedging purposes.

These transactions expose us to additional

risks, including basis risk, liquidity risk, margin and collateral requirements, mark-to-market volatility, model risk, operational risk,

and counterparty risk.

Hedging strategies may be ineffective or may limit our ability to benefit from favorable price movements.

market conditions, hedging instruments may be unavailable or prohibitively expensive, and we may incur losses on hedges at the same time

we experience losses on the underlying assets.

In addition, the regulatory treatment of digital asset derivatives continues to evolve,

and changes in regulatory interpretations or requirements could subject us to increased compliance obligations and costs.

Related to Digital Assets

trading prices of many digital assets, including Bitcoin, Dogecoin, and Litecoin have experienced extreme volatility in recent periods

and may continue to do so.

Extreme volatility in the future, including declines in the trading prices of Bitcoin, Dogecoin, or Litecoin,

could have a material adverse effect on the value of our common stock and the digital assets held in our treasury could lose all or substantially

all of their value .

trading prices of many digital assets, including Bitcoin, Dogecoin and Litecoin, have experienced extreme volatility throughout their

existence, including in recent periods and may continue to do so.

In 2025, Dogecoin traded in the range of $0.3408 to $0.1313, Bitcoin

traded in the range of $126,198 to $74,436, and Litecoin traded in the range of $140.62 to $63.75.

volatility in the future, including declines in the trading prices of Bitcoin, Dogecoin, or Litecoin could have a material adverse effect

on the value of the digital assets in our treasury.

Bitcoin represents the largest component of our digital asset treasury by value,

and accordingly, fluctuations in the price of Bitcoin may have a disproportionate impact on our financial condition.

In addition, declining

prices could have a material adverse effect on our revenues.

Furthermore, negative perception and a lack of stability and standardized

regulation in the digital asset economy may reduce confidence in the digital asset economy and may result in greater volatility in the

price of Bitcoin, Dogecoin, Litecoin and other digital assets, including a depreciation in value.

changes in U.S.

political leadership and economic policies may create uncertainty that materially affects the price of Dogecoin.

example, on March 6, 2025, President Trump signed an Executive Order to establish a Strategic Bitcoin Reserve and a United States Digital

Asset Stockpile.

Pursuant to this Executive Order, the Strategic Bitcoin Reserve will be capitalized with Bitcoin owned by the Department

of Treasury that was forfeited as part of criminal or civil asset forfeiture proceedings, and the Secretaries of Treasury and Commerce

are authorized to develop budget-neutral strategies for acquiring additional Bitcoin, provided that those strategies impose no incremental

costs on American taxpayers.

Conversely, the Digital Asset Stockpile will consist of all digital assets other than Bitcoin owned by the

Department of Treasury that were forfeited in criminal or civil asset forfeiture proceedings, but the U.S.

government will not acquire

additional assets for the U.S.

Digital Asset Stockpile beyond those obtained through such proceedings.

The anticipation of a U.S.

government-funded

strategic cryptocurrency reserve had motivated large-scale purchases of certain digital assets in the expectation of the U.S.

acquiring such assets to fund such reserve.

Any similar action or omission by the U.S.

government or other government authorities with

respect to Bitcoin, Dogecoin, or other digital assets may negatively and significantly impact the price of such digital assets and our

Because Bitcoin is our primary treasury asset by value and we receive settlement in Bitcoin through our hashrate marketplace

monetization model, government actions affecting Bitcoin may have a particularly significant impact on our business.

assets such as Bitcoin and Dogecoin were only introduced within the past two decades, and the medium-to-long term value of Bitcoin, Dogecoin,

and other digital assets we hold is subject to a number of factors relating to the capabilities and development of blockchain technologies

and to the fundamental investment characteristics of digital assets.

assets such as Bitcoin and Dogecoin were only introduced within the past two decades, and the medium-to-long term value of the digital

assets we hold is subject to a number of factors relating to the capabilities and development of blockchain technologies, such as the

recency of their development, their dependence on the Internet and other technologies, dependence on the role played by users, developers

and validators and the potential for malicious activity.

For example, the realization of one or more of the following risks could materially

adversely affect the value of Bitcoin, Dogecoin, other digital assets, our treasury reserve and our revenues:

asset networks and related protocols are in the early stages of development.

Given the recency

of the development of digital asset networks and related protocols, digital assets and the

underlying digital asset networks and related protocols may not function as intended and

parties may be unwilling to use digital assets, which would dampen the growth, if any, of

digital asset networks and related protocols.

loss of access to a private key required to access a digital asset may be irreversible.

a private key is lost and no backup of the private key is accessible, or if the private key

is otherwise compromised, the owner would be unable to access the digital asset corresponding

to that private key.

asset networks and related protocols are dependent upon the Internet.

A disruption of the

Internet or a digital asset network or related protocol, such as the Bitcoin, Litecoin, or

Dogecoin networks, would affect the ability to transfer digital assets, including Dogecoin,

and, consequently, their value.

acceptance of software patches or upgrades to a digital asset network by a significant, but

not overwhelming, percentage of the users and validators in a digital asset network, such

as the Bitcoin, Litecoin, or Dogecoin networks, could result in a “fork” in such

network’s blockchain, resulting in the operation of multiple separate blockchain networks.

See – “ Forks or protocol changes in Scrypt-based digital asset networks may

adversely affect the value of digital assets we hold.”

digital asset networks face significant scaling challenges and are being upgraded with various

features to increase the speed and throughput of digital asset transactions.

These attempts

to increase the volume of transactions may not be effective.

open-source structure of many digital asset network protocols, such as the protocol for the

Bitcoin and Dogecoin networks, means that developers and other contributors are generally

not directly compensated for their contributions in maintaining and developing such protocols.

As a result, the developers and other contributors of a particular digital asset may lack

a financial incentive to maintain or develop the network or may lack the resources to adequately

address emerging issues.

Alternatively, some developers may be funded by companies whose

interests are at odds with other participants in a particular digital asset network.

to properly monitor and upgrade the protocol of these networks could damage that network.

in the past, flaws in the source code for digital asset networks and related protocols have

been exposed and exploited, including flaws that disabled some functionality for users, exposed

users’ personal information and/or resulted in the theft of users’ digital assets.

The cryptography underlying Bitcoin, Litecoin, or Dogecoin could prove to be flawed or ineffective,

or developments in mathematics and/or technology, including advances in digital computing,

algebraic geometry and quantum computing, could result in such cryptography becoming ineffective.

any of these circumstances, a malicious actor may be able to take the digital assets held in our treasury, which would adversely affect

the value of our common stock.

Moreover, functionality of the Dogecoin or Bitcoin networks may be negatively affected by such an exploit

such that they are no longer attractive to users, thereby dampening demand for such digital assets.

Even if a digital asset other than

those we hold were affected by similar circumstances, any reduction in confidence in the source code or cryptography underlying digital

asset networks and related protocols generally could negatively affect the demand for digital assets and therefore adversely affect the

value of the digital assets held in our treasury.

Moreover, because digital assets, including Bitcoin and Dogecoin, have existed for

a relatively short period of time and are continuing to be developed, there may be additional risks to digital asset networks and related

protocols that are impossible to predict as of the date of this proxy statement.

assets represent a new and rapidly evolving industry, and the value of the digital assets held in our treasury depends on the continued

acceptance of Bitcoin, Dogecoin, and other digital assets we hold.

first digital asset, Bitcoin, was launched in 2009, and Litecoin launched in 2011.

Dogecoin launched in 2013 and its development is ongoing.

Bitcoin serves as the primary settlement asset under our hashrate marketplace model and represents the largest component of our treasury

In general, digital asset networks, including the Dogecoin network and related protocols represent a new and rapidly evolving

industry that is subject to a variety of factors that are difficult to evaluate.

For example, the realization of one or more of the following

risks could materially adversely affect the value of the digital assets held in our treasury, including Bitcoin, Dogecoin, and Litecoin:

and Dogecoin are only selectively accepted as a means of payment by retail and commercial

outlets, and use of Bitcoin and Dogecoin by consumers remains limited.

Banks and other established

financial institutions, whether voluntarily or in response to regulatory feedback, may refuse

to process funds for cryptocurrency transactions;

process wire transfers to or from digital

asset trading platforms, cryptocurrency-related companies or service providers;

accounts for persons or entities transacting in cryptocurrency.

As a result, the prices of

Bitcoin, Dogecoin, and other digital assets are largely determined by speculators and validators,

thus contributing to price volatility that makes retailers less likely to accept them in

may not provide banking services, or may cut off banking services, to businesses that provide

digital asset-related services or that accept digital assets as payment, which could dampen

liquidity in the market and damage the public perception of digital assets generally or any

one digital asset in particular, such as Bitcoin or Dogecoin, and their or its utility as

a payment system, which could decrease the price of digital assets generally or individually.

prices of digital assets may be determined on a relatively small number of digital asset

trading platforms by a relatively small number of market participants, many of whom are speculators

or those intimately involved with the issuance of such digital assets, such as validators

or developers, which could contribute to price volatility that makes retailers less likely

to accept digital assets in the future.

privacy-preserving features have been or are expected to be introduced to a number of digital

asset networks.

If any such features are introduced to the Bitcoin or Dogecoin networks,

any trading platforms or businesses that facilitate transactions in these cryptocurrencies

may be at an increased risk of criminal or civil lawsuits, or of having banking services

cut off if there is a concern that these features interfere with the performance of anti-money

laundering duties and economic sanctions checks.

developers and validators may switch to or adopt certain digital asset networks or protocols

at the expense of their engagement with other digital asset networks and protocols, which

may negatively impact those networks and protocols..

in the governance of a digital asset network or protocol may not receive sufficient support from users and validators, which may negatively

affect that digital asset network’s or protocol’s ability to grow and respond to challenges.

governance of some digital asset networks and protocols, such as the Dogecoin and Bitcoin networks, is generally by voluntary consensus

and open competition.

For such networks and protocols, there may be a lack of consensus or clarity on that network’s or protocol’s

governance, which may stymie such network’s or protocol’s utility, adaptability and ability to grow and face challenges.

The foregoing notwithstanding, the underlying software for some digital networks and protocols, such as the Dogecoin network, is informally

or formally managed or developed by a group of core developers that propose amendments to the relevant network’s or protocol’s

Core developers’ roles may evolve over time, generally based on self-determined participation.

If a significant majority

of users and validators were to adopt amendments to the Dogecoin network based on the proposals of such core developers, the Dogecoin

network would be subject to new source code that may adversely affect the value of Dogecoin.

As a result of the foregoing, it may be

difficult to find solutions or marshal sufficient effort to overcome any future problems, especially long-term problems, on digital asset

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

digital asset networks face significant scaling challenges due to the fact that public, permissionless blockchains generally face a tradeoff

between security and scalability.

One means through which digital asset networks that utilize public, permissionless blockchains achieve

security is decentralization, meaning that no intermediary is responsible for securing and maintaining these systems.

For example, a

greater degree of decentralization of a public, permissionless blockchain generally means a given digital asset network is less susceptible

to manipulation or capture.

In practice, this typically means that every single node on a given digital asset network is responsible

for securing the system by processing every transaction and maintaining a copy of the entire state of the network.

As a result, a digital

asset network that utilizes a public, permissionless blockchain may be limited in the number of transactions it can process by the computing

capabilities of each single fully participating node.

Many developers are actively researching and testing scalability solutions for

public blockchains that do not necessarily result in lower levels of security or decentralization, such as off-chain payment channels

and sharding.

Off-chain payment channels would allow parties to transact without requiring the full processing power of a blockchain.

Sharding can increase the scalability of a database, such as a blockchain, by splitting the data processing responsibility among many

nodes, allowing for parallel processing and validating of transactions.

a malicious actor or botnet obtains control of more than 50% of the processing power on the Dogecoin network, or otherwise obtains control

over the Dogecoin network through its influence over core developers or otherwise, such actor or botnet could manipulate the Blockchain

to adversely affect the value of the Dogecoin held in our treasury reserve or our ability to operate.

a malicious actor or botnet (a volunteer or hacked collection of computers controlled by networked software coordinating the actions

of the computers) obtains a majority of the processing power on the Dogecoin network, it may be able to alter the blockchain on which

transactions in Dogecoin rely by constructing fraudulent blocks or preventing certain transactions from completing in a timely manner,

The malicious actor or botnet could also control, exclude or modify the ordering of transactions.

Although the malicious actor

or botnet may not be able to generate new digital assets or transactions using such control, it may be able to “double-spend”

its own digital assets (i.e., spend the same tokens in more than one transaction) and prevent the confirmation of other users’

transactions for so long as it maintained control.

To the extent that such malicious actor or botnet did not yield its control of the

processing power on the Dogecoin network or the Dogecoin community did not reject the fraudulent blocks as malicious, reversing any changes

made to the Blockchain may not be possible.

Further, a malicious actor or botnet could create a flood of transactions in order to slow

down the Dogecoin network.

example, in August 2020, the Ethereum Classic network was the target of two double-spend attacks by an unknown actor or actors that gained

more than 50% of the processing power of the Ethereum Classic network.

The attack resulted in reorganizations of the Ethereum Classic

blockchain that allowed the attacker or attackers to reverse previously recorded transactions in excess of over $5.0 million and $1.0

Any similar attacks on the Dogecoin network could negatively impact the value of Dogecoin and the value of the Dogecoin held

in our treasury reserve upon the consummation of the Acquisition.

certain mining pools have exceeded in the past, and may exceed now or in Dogecoin’s future, the 50% threshold on the Dogecoin network.

The failure of any mitigating steps, or any future attacks on the Dogecoin network, could negatively impact the value of Dogecoin and

the value of the Dogecoin held in our Treasury Reserve.

malicious actor may also obtain control over the Dogecoin network through its influence over core developers by gaining direct control

over a core developer or an otherwise influential programmer.

To the extent that the Dogecoin ecosystem does not grow, the possibility

that a malicious actor may be able to maliciously influence the Dogecoin network in this manner will remain heightened.

value of the shares of our common stock may relate directly to the value of the digital assets we hold, particularly Bitcoin and Dogecoin,

the values of which may be highly volatile and subject to fluctuations due to a number of factors.

expect that the value of our shares of common stock and our revenues will in large part will relate directly to the value of the digital

assets we hold, particularly Bitcoin and Dogecoin, and fluctuations in the prices of Bitcoin and Dogecoin could adversely affect the

value of our common stock.

Because we receive settlement primarily in Bitcoin through our hashrate marketplace model and Bitcoin represents

the largest component of our digital asset treasury by value, the market price of Bitcoin is a particularly significant factor.

prices of Bitcoin and Dogecoin may be highly volatile, and subject to a number of factors, including, but not limited to:

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

● manipulative

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

adoption of Bitcoin, Dogecoin, or other cryptocurrencies as a medium of exchange, store-of-value

or other consumptive asset and the maintenance and development of the open-source software

protocol of the Bitcoin or Dogecoin networks;

in the Bitcoin or Dogecoin networks;

expectations with respect to interest rates, the rates of inflation of fiat currencies or

cryptocurrencies, and digital asset trading platform rates;

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

currency withdrawal and deposit policies on digital asset trading platforms;

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

asset markets;

and trading activities of large investors that invest directly or indirectly in Bitcoin or

“short squeeze” resulting from speculation on the price of Bitcoin or Dogecoin,

if aggregate short exposure exceeds the number of Bitcoin or Dogecoin available for purchase;

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

final determination that Dogecoin is a security or changes in Dogecoin’s status under

the federal securities laws;

policies of governments, trade restrictions, currency devaluations and revaluations and regulatory

measures or enforcement actions, if any, that restrict the use of Bitcoin, Dogecoin, or other

cryptocurrencies as a form of payment or the purchase of Bitcoin or Dogecoin on the digital

asset markets;

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

associated with processing a Bitcoin or Dogecoin transaction and the speed at which Bitcoin

or Dogecoin transactions are settled on the Dogecoin network;

● interruptions

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

confidence in digital asset trading platforms due to the largely unregulated nature and lack

of transparency surrounding the operations of digital asset trading platforms;

competition from other forms of digital assets or payment services;

own acquisitions or dispositions of Bitcoin, Dogecoin, or other cryptocurrencies, since there

is no limit on the amount of digital assets that we may acquire as part of our treasury reserve

addition, there is no assurance that Bitcoin, Dogecoin, or Litecoin will maintain their value in the long or intermediate term.

event that the prices of these digital assets decline, particularly Bitcoin, we expect that the value of our shares of common stock may

decline as well.

to the largely unregulated nature and lack of transparency surrounding the operations of digital asset trading platforms, they may experience

fraud, market manipulation, business failures, security failures or operational problems, which may adversely affect the value of Dogecoin,

Bitcoin & Litecoin and, consequently, the value of our treasury reserve and our shares of Common Stock .

asset trading platforms are relatively new and, in many ways, are not subject to, or may not comply with, regulation in relevant jurisdictions

in a manner similar to other regulated trading platforms, such as national securities exchanges or designated contract markets.

many prominent digital asset trading platforms provide the public with significant information regarding their on-chain activities, ownership

structure, management teams, corporate practices, cybersecurity practices and regulatory compliance, many other digital asset trading

platforms do not provide this information.

Furthermore, while digital asset trading platforms are and may continue to be subject to federal

and state licensing requirements in the United States, digital asset trading platforms do not currently appear to be subject to regulation

in a similar manner as other regulated trading platforms, such as national securities exchanges or designated contract markets.

result, the marketplace may lose confidence in digital asset trading platforms, including prominent trading platforms that handle a significant

volume of Bitcoin, Litecoin, or Dogecoin trading.

digital asset trading platforms, both in the United States and abroad, are unlicensed, not subject to, or not in compliance with, regulation

in relevant jurisdictions, or operate without extensive supervision by governmental authorities.

In particular, those located outside

the United States may be subject to significantly less stringent regulatory and compliance requirements in their local jurisdictions

and may take the position that they are not subject to laws and regulations that would apply to a national securities exchange or designated

contract market in the United States, or may, as a practical matter, be beyond the ambit of U.S.

As a result, trading activity

on or reported by these digital asset trading platforms is generally significantly less regulated than trading activity on or reported

by regulated U.S.

securities and commodities markets, and may reflect behavior that would be prohibited in regulated U.S.

trading venues.

Any actual or perceived false trading in the digital asset trading platform market, and any other fraudulent or manipulative acts and

practices, could adversely affect the value of Bitcoin, Litecoin, or Dogecoin and/or negatively affect the market perception of these

digital assets, which could in turn adversely impact the value of the digital assets held in our treasury reserve and the price of our

shares of common stock.

SEC has also identified possible sources of fraud and manipulation in the digital asset markets generally, including, among others (1)

“wash-trading”;

(2) persons with a dominant position in a digital asset manipulating pricing in such digital asset;

of the underlying digital asset network and trading platforms;

(4) malicious control of the underlying digital asset network;

based on material, non-public information (for example, plans of market participants to significantly increase or decrease their holdings

in a digital asset, new sources of demand for a digital asset) or based on the dissemination of false and misleading information;

manipulative activity involving purported “stablecoins,” including Tether;

and (7) fraud and manipulation at digital asset

The use or presence of such acts and practices in the digital asset markets could, for example, falsely inflate the volume of

Dogecoin, Bitcoin or Litecoin present in the digital asset markets or cause distortions in the price of Dogecoin, Bitcoin or Litecoin,

among other things that could adversely affect our shareholders.

Moreover, tools to detect and deter fraudulent or manipulative trading

activities, such as market manipulation, front-running of trades, and wash-trading, may not be available to or employed by digital asset

markets, or may not exist at all.

Many digital asset markets also lack certain safeguards put in place by exchanges for more traditional

assets to enhance the stability of trading on the exchanges and prevent “flash crashes,” such as limit-down circuit breakers.

As a result, the prices of Dogecoin on digital asset markets may be subject to larger and/or more frequent sudden declines than assets

traded on more traditional exchanges.

addition, over the past several years, some digital asset trading platforms have been closed, been subject to criminal and civil litigation

and have entered into bankruptcy proceedings due to fraud and manipulative activity, business failure and/or security breaches.

of these instances, the customers of such digital asset trading platforms were not compensated or made whole for the partial or complete

losses of their account balances in such digital asset trading platforms.

In some instances, customers are made whole only in dollar

terms as of the digital asset trading platform’s date of failure, rather than on a digital asset basis, meaning customers may still

lose out on any price increase in digital assets.

perception, a lack of stability and standardized regulation in the digital asset markets and/or the closure or temporary shutdown of

digital asset trading platforms due to fraud, business failure, security breaches or government mandated regulation, and associated losses

by customers, may reduce confidence in the Bitcoin, Litecoin, or Dogecoin networks and result in greater volatility in the prices of

these assets.

These potential consequences of such a digital asset trading platform’s failure could adversely affect the price

of shares of our common stock.

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

lack of expansion in usage of Bitcoin, Litecoin or Dogecoin, or their respective networks could adversely affect an investment in shares

of our common stock.

further development and acceptance of the Bitcoin, Litecoin and Dogecoin networks, which is part of a new and rapidly changing industry,

is subject to a variety of factors that are difficult to evaluate.

The slowing, stopping or reversing of the development or acceptance

or usage of the Bitcoin, Litecoin or Dogecoin networks may adversely affect the price of these assets and therefore an investment in

shares of our common stock.

The further adoption of Bitcoin, Litecoin or Dogecoin will require growth of their respective networks.

of cryptocurrencies will also require an accommodating regulatory environment.

use of digital assets such as Bitcoin, Litecoin or Dogecoin to, among other things, buy and sell goods or services or facilitate cross-border

payments is part of a new and rapidly evolving industry that employs digital assets based upon computer-generated mathematical and/or

cryptographic protocols.

The Bitcoin, Litecoin and Dogecoin networks are a prominent, but not unique, part of this industry.

of this industry is subject to a high degree of uncertainty, as new assets and technological innovations continue to develop and evolve.

speculators make up a significant portion of users of Bitcoin, Litecoin, Dogecoin and other cryptocurrencies.

Certain merchants and major

retail and commercial businesses have only recently begun accepting cryptocurrencies and digital asset networks as a means of payment

for goods and services.

Speculation may contribute to outsized price volatility, which in turn can make forms of payment like Bitcoin,

Litecoin and Dogecoin less attractive to merchants and commercial parties as a means of payment.

A lack of expansion by Bitcoin, Litecoin

or Dogecoin into retail and commercial markets or a contraction of such use may result in a reduction in the price of these assets, which

could adversely affect an investment in our Company.

addition, there is no assurance that Bitcoin, Litecoin, Dogecoin, or other cryptocurrencies will maintain their value over the long term.

The prices of these assets are subject to risks related to their usage.

Even if growth in Bitcoin, Litecoin or Dogecoin network adoption

occurs in the near or medium term, there is no assurance that such usage will continue to grow over the long term.

A contraction in use

of Bitcoin, Litecoin or Dogecoin may result in increased volatility or a reduction in the price of these assets, which would adversely

impact the price of our common stock.

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

transaction volume could result in delays in the recording of transactions due to congestion in the Bitcoin or Dogecoin networks.

unforeseen system failures, disruptions in operations, or poor connectivity may also result in delays in the recording of transactions

on the Bitcoin or Dogecoin networks.

Any delay in the Bitcoin or Dogecoin networks could affect our ability to buy or sell digital assets

at an advantageous price, resulting in decreased confidence in these networks.

Because we receive settlement primarily in Bitcoin and

hold Bitcoin as our largest treasury asset by value, congestion on the Bitcoin network could particularly affect our ability to manage

treasury assets.

Over the longer term, delays in confirming transactions could reduce the attractiveness of these digital assets to merchants

and other commercial parties.

As a result, these networks and our revenues would be adversely affected.

SEC may approve applications under Rule 19b-4 of the Exchange Act to list competing digital assets as exchange-traded products, which

could reduce demand for, and the price of, Dogecoin and adversely impact our common stock.

date, the SEC has only approved applications under Rule 19b-4 of the Exchange Act to list spot digital asset exchange-traded products

which hold Bitcoin and Ether.

However, applications for competing digital assets have been filed and are currently pending, and there

can be no guarantee the SEC will not one day approve any such application.

If applications to list spot digital asset exchange-traded

products are approved for additional digital assets, to the extent such competing digital asset exchange-traded products come to represent

a significant proportion of the demand for digital assets generally, demand for, and the prices of, Bitcoin, Dogecoin, and other digital

assets we hold could be reduced.

Such reduced demand could in turn negatively affect the value of our common stock.

Accordingly, there

can be no assurance that we will be able to maintain our scale and achieve its intended competitive positioning relative to competitors,

which could adversely affect our revenues and the price of our common stock.

from central bank digital currencies and emerging payments initiatives involving financial institutions could adversely affect the price

of Bitcoin, Dogecoin and other digital assets.

banks in various countries have introduced digital forms of legal tender.

China’s CBDC project, known as Digital Currency Electronic

Payment, has reportedly been tested in a live pilot program conducted in multiple cities in China.

Central banks representing at least

130 countries have published retail or wholesale CBDC work ranging from research to pilot projects.

Whether or not they incorporate blockchain

or similar technology, CBDCs, as legal tender in the issuing jurisdiction, could have an advantage in competing with, or replace, Bitcoin,

Dogecoin and other cryptocurrencies as a medium of exchange or store of value.

Central banks and other governmental entities have also

announced cooperative initiatives and consortia with private sector entities, with the goal of leveraging blockchain and other technology

to reduce friction in cross-border and interbank payments and settlement, and commercial banks and other financial institutions have

also recently announced a number of initiatives of their own to incorporate new technologies, including blockchain and similar technologies,

into their payments and settlement activities, which could compete with, or reduce the demand for, Bitcoin and Dogecoin.

of any of the foregoing factors, the price of Bitcoin, Dogecoin and other digital assets could decrease, which could adversely affect

an investment in our company.

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

from investing in Bitcoin and Dogecoin have at times diverged from and/or have not been correlated with those associated with other asset

classes, but there can be no assurance that there will be any such divergence, either generally or with respect to any particular asset

class, or that price movements will not be correlated.

In addition, there is no assurance that Bitcoin or Dogecoin will maintain their

value in the long, intermediate, short, or any other term.

In the event that the prices of Bitcoin or Dogecoin decline, the value of

our common stock is likely to decline as well.

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

are cryptocurrencies inspired by Internet memes or trends.

Most memecoins have no stated use case or intrinsic value, other than as a

digital collector’s item.

While most memecoins have relatively low trading prices and trading volume, occasionally a memecoin will

develop an enthusiastic community of supporters that cause the memecoin to go “viral” on social networks and other mediums.

These memecoins will often experience unpredictable and extreme price fluctuations over very short windows of time.

Memecoins have also

been used in “rug pulls”, where the developers of the memecoin abandon a project after raising assets, leaving purchasers

of the memecoin with nearly worthless assets.

Memecoins are also commonly the subject of other forms of market manipulation, such as

pump and dump, wash trading or spoofing schemes.

is often considered the first memecoin.

Dogecoin was initially developed in 2013 by the software developers Billy Markus and Jackson

Palmer as a way of making fun of Bitcoin and other digital assets, which they believed were being taken too seriously.

Dogecoin was designed

as a “fun and friendly Internet currency,” and adopted the image of a Shibu Inu dog as its logo.

Despite, or perhaps because

of, its satirical origins, Dogecoin gained rapid interest and adoption in online communities, and rapidly became one of the larger digital

assets when measured by market capitalization.

Users soon began using Dogecoin for certain financial transactions, including tipping,

trading, and donations.

Since its inception, the software underlying Dogecoin has been upgraded to be more secure and more comparable

to other major digital assets, and it has recently experienced volatility generally similar to other major digital assets.

However, Dogecoin

still has a large following in the online meme community.

Dogecoin’s history as a memecoin may cause it to experience periods of

extreme volatility which may affect the value of our Dogecoin holdings and therefore our common stock.

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

Litecoin network is expected to undergo its next block reward halving event in August 2027, at which time the block subsidy awarded to

Scrypt miners will be reduced by 50%.

Because the Company’s mining operations utilize Scrypt-based ASIC hardware, a portion of

the Company’s mining revenue is derived from, or influenced by, the economics of the Litecoin network.

A halving event reduces

the rate at which new Litecoin is issued as a block reward, which, absent a corresponding and offsetting increase in the market price

of Litecoin, would reduce the revenue generated per unit of hashrate deployed by the Company.

There can be no assurance that the market

price of Litecoin will increase sufficiently, or at all, to offset the reduction in block rewards following the halving.

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

certain other digital assets such as Bitcoin or Litecoin, Dogecoin has an unlimited supply.

New Dogecoin is mined every day, and that

production has no cap.

The unlimited nature of Dogecoin’s supply may negatively impact the value of Dogecoin.

Additionally, without

continuous new demand, the value of Dogecoin is likely to decline over time as additional Dogecoin is produced.

unlimited nature of Dogecoin supply could negatively impact the adoption of Dogecoin and the integrity of the Dogecoin network if it

contributes to a decline in the value of Dogecoin, as that value is what incentivizes parties to participate in the Dogecoin network.

By contrast, Bitcoin has a fixed supply cap of 21 million coins;

however, the Company’s strategy of mining Scrypt and converting

to Bitcoin through our hashrate marketplace model means that the economics of our Scrypt mining operations, including Dogecoin-related

dynamics, directly affect our ability to accumulate Bitcoin in our treasury.

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

we do not operate as a money transmitter, exchange, or hosted-wallet provider, regulatory interpretations relating to digital assets

To the extent regulators were to interpret aspects of our activities, including treasury execution or related processes,

as implicating additional regulatory frameworks, we could incur increased compliance costs and operational constraints, which could adversely

affect our business, financial condition, and results of operations.

time to time, we may be involved in legal or regulatory proceedings arising in the ordinary course of business or otherwise.

can be costly, time-consuming, divert management attention, and result in damages, penalties, or required changes to our business practices.

The outcome of such proceedings is inherently uncertain, and any adverse outcome could materially adversely affect our business, financial

condition, and results of operations.

determination that one or more of our digital assets is a “security” may adversely affect the value of such digital assets,

our treasury and our common stock.

the recent past, the SEC has stated that certain digital assets may be considered “securities” under the federal securities

On March 17, 2026, SEC issued a new interpretive release (SEC Interpretive Rel.

33-11412) entitled Application of the Federal

Securities Laws to Certain Types of Crypto Assets and Certain Transactions Involving Crypto Assets (the “Release”).

the Release, the SEC significantly clarified the application of the federal securities laws to certain types of crypto assets and transactions

involving crypto assets.

The Release classifies crypto assets into five categories:

digital commodities, digital collectibles, digital

tools, stablecoins and digital securities.

Applying the traditional Howey test, the Release explains that digital commodities,

digital collectibles, digital tools, and stablecoins will generally not be considered securities so long as they are not the subject

of an “investment contract,” which is defined as any contract, transaction, or scheme whereby a person invests money in a

common enterprise and reasonably expects profits to be derived from the efforts of others.

digital commodity is a crypto asset that is intrinsically linked to and derives its value from the programmatic operation of a crypto

system that is functional, as well as supply and demand dynamics, rather than from the expectation of profits from the essential managerial

efforts of others.

Specific examples digital commodities named in the Release include Bitcoin, Litecoin, and Dogecoin, among several

The Release also addresses several types of digital asset activities, including protocol mining and staking.

Protocol mining

on a proof-of-work network, either individually or as part of a pool, will generally not require the registration of transactions under

the Securities Act, as the miners contribute their own computational resources in exchange for crypto asset rewards.

on the interpretations given in the Release, we do not believe that our Scrypt-based proof-of-work activities are subject to registration

under the Securities Act or that the primary crypto assets that we earn through our activities or otherwise acquire are “securities”

within the meaning of the Securities Act.

The tests for determining whether a particular digital asset is a “security” and

whether a particular transaction involving digital assets requires registration under the Securities Act, however, are fact-intensive,

complex, and may be difficult to apply.

If it is determined in the future that one or more digital assets in which we transact or that

we hold in our treasury is a security, or that the types of transactions we conduct or may conduct in the future require registration

with the SEC, it could have a material adverse effect.

a digital asset or transactions in that digital asset are determined to be a security or securities transactions, respectively, it is

likely to become difficult or impossible for that digital asset to be traded, cleared or custodied in the United States through the same

channels used by non-security digital assets, which in addition to materially and adversely affecting the trading value of the digital

asset, is likely to significantly impact its liquidity and market participants’ ability to convert the digital asset into U.S.

Any assertion that a digital asset or transactions in that digital asset are a security or securities transactions, respectively,

by the SEC or another regulatory authority may have similar effects.

addition, if one or more digital assets held in our treasury is determined to be a security by a federal court, or transactions in those

transactions are determined to be securities transactions by a federal court, depending on the size of our treasury reserve, we could

be considered an unregistered “investment company” under the Investment Company Act of 1940, as amended, if 40% or more of

our assets other than cash and government securities are deemed to be invested in investment securities.

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

May 29, 2025, the U.S.

House of Representatives introduced H.R.

3633, the Digital Asset Market Clarity Act of 2025 (the “CLARITY

Act”), which passed the House on July 17, 2025, and is currently pending review by the U.S.

If enacted as proposed, the

CLARITY Act would classify certain digital assets as “digital commodities” and expand the jurisdiction of the Commodity Futures

Trading Commission (the “CFTC”) over such assets.

As a result, certain activities involving digital assets, including trading,

custody, advisory, or fundraising transactions, could become subject to new compliance obligations under the Commodity Exchange Act.

In addition, the CLARITY Act as currently drafted contains a provision that would prohibit platforms from paying users any “interest-like”

yield solely for holding a stablecoin in a wallet or account, including any return that could be deemed economically equivalent to interest

on a bank deposit.

it is uncertain whether the CLARITY Act will be enacted in its current form, or whether transitional relief or exemptions would be available

to us, any such reclassification of certain digital assets could materially increase our compliance costs and subject us to additional

reporting, operational and governance requirements.

Furthermore, to the extent the CLARITY Act is enacted with a provision prohibiting

the offering of yields on stablecoin holdings, such prohibition could materially reduce the incentive for investors to hold stablecoins,

which could adversely affect liquidity and trading volumes across the digital asset markets.

Any such changes could have a material adverse

effect on our business strategy, financial condition, results of operations and the market price of our common stock.

changes or actions by the U.S.

Congress or any U.S.

federal or state agencies may affect the value of Bitcoin, Dogecoin or Litecoin or

restrict the use of these currencies to validate activity or the operation of the digital asset markets in a manner that adversely affects

our revenues and the value of our common stock.

digital assets have grown in both popularity and market size, the U.S.

Congress and a number of U.S.

federal and state agencies (including

FinCEN, OFAC, SEC, CFTC, FINRA, the Department of Justice, the Department of Homeland Security, the Federal Bureau of Investigation,

the IRS, the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation, the Federal Reserve and state financial

institution and securities regulators) have been examining the operations of digital asset networks, digital asset users and the digital

asset markets, with particular focus on the extent to which digital assets can be used to launder the proceeds of illegal activities,

evade sanctions, or fund criminal or terrorist enterprises and the safety and soundness of trading platforms and other service providers

that hold or custody digital assets for users.

Many of these state and federal agencies have issued consumer advisories regarding the

risks posed by digital assets to investors.

Ongoing and future regulatory actions with respect to digital assets generally or Dogecoin

in particular may alter, perhaps to a materially adverse extent, the nature of an investment in our common stock or our ability of to

continue to operate in the Dogecoin business.

January 23, 2025, President Trump issued an executive order titled “Strengthening American Leadership in Digital Financial Technology”

aimed at supporting “the responsible growth and use of digital assets, blockchain technology, and related technologies across all

sectors of the economy.” The Executive Order also established an interagency working group that is tasked with “proposing

a Federal regulatory framework governing the issuance and operation of digital assets” in the United States.

Pursuant to this Executive

Order, the working group released a report in July 2025 outlining the administration’s recommendations to Congress and various

agencies reflecting the administrations “pro-innovation mindset toward digital assets and blockchain technologies.” In particular,

the report recommends that Congress enact legislation regarding self- custody of digital assets, clarifying the applicability of Bank

Secrecy Act obligations with respect to digital asset service providers, granting the CFTC authority to regulate spot markets in non-security

digital assets, prohibiting the adoption of a CBDC, and clarifying tax laws as relevant to digital assets.

In addition, the report recommends

that agencies reevaluate existing guidance on digital asset activities, use existing authorities to enable the trading of digital assets

at the federal level, embrace Decentralized Finance, launch or relaunch crypto innovation efforts, and promote U.S.

private sector leadership

in the responsible development of cross-border payments and financial markets technologies, among others.

have also been several bills introduced in Congress that propose to establish additional regulation and oversight of the digital asset

In July 2025, the Guiding and Establishing National Innovation for U.S.

Stablecoins Act of 2025 became the first federal law

specifically regulating the issuance, custody and other stablecoin-related matters in the United States.

The CLARITY Act was passed by

the House of Representatives in July 2025, which would, if enacted, regulate digital asset markets and digital asset trading platforms

in the United States.

It is difficult to predict whether, or when, the CLARITY Act or another bill that would regulate digital asset

markets and digital asset trading platforms may become law or what any such Bill may entail.

It is difficult to predict whether, or when,

any of these developments will lead to Congress granting additional authorities to the SEC or other regulators, what the nature of such

additional authorities might be, how additional legislation and/or regulatory oversight might impact the ability of digital asset markets

to function or how any new regulations or changes to existing regulations might impact the value of digital assets generally and Dogecoin

specifically.

The consequences of increased federal regulation of digital assets and digital asset activities could have a material adverse

effect on our revenues, our business and the price of our common stock.

In 2008, a Democratic President and Democratic Congress can enact

new legislation reversing the de-regulatory impact of the Trump Administration on digital assets and Dogecoin.

Further, the SEC could

then revert to its enforcement campaign against digital assets which was conducted under the Biden Administration.

enforcement agencies have often relied on the transparency of blockchains to facilitate investigations.

However, certain privacy-enhancing

features have been, or are expected to be, introduced to a number of digital asset networks.

If the Dogecoin network were to adopt any

of these features, these features may provide law enforcement agencies with less visibility into transaction-level data.

In August 2022,

OFAC banned all U.S.

citizens from using Tornado Cash, a digital asset protocol designed to obfuscate blockchain transactions, by adding

certain Ethereum wallet addresses associated with the protocol to its Specially Designated Nationals and Blocked Persons List.

portion of Ethereum validators globally, as well as notable industry participants such as Centre, the issuer of the USDC stablecoin,

have reportedly complied with the sanctions and blacklisted the sanctioned addresses from interacting with their networks.

2023, FinCEN issued a notice of proposed rulemaking that identified convertible virtual currency (“CVC”) mixing as a class

of transactions of primary money laundering concern and proposed requiring covered financial institutions to implement certain recordkeeping

and reporting requirements on transactions that covered financial institutions know, suspect, or have reason to suspect involve CVC mixing

within or involving jurisdictions outside the United States.

Promoters of Tornado Cash were criminally convicted in the Netherlands in

2024 and the U.S.

Future additional regulatory action with respect to privacy-enhancing digital assets is possible.

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

addition to the wholesale SEC regulatory change discussed above, the SEC is currently free to adopt new regulations to meet changes in

the digital assets business.

The effect of any future regulatory change on Bitcoin, Litecoin, Dogecoin and digital assets, including

a determination that certain digital assets are a “security” is impossible to predict, but such change could be substantial

and adverse to our revenues, business and the price of our common stock.

In particular with regard to funds that hold Bitcoin, Ether

and certain Bitcoin-based derivatives or Ether-based derivatives, the SEC has not yet approved the listing on a national securities exchange

of any non-futures based digital-asset focused exchange-traded fund or exchange-traded product.

If the SEC were to adopt new regulations

to meet changes that were adverse to the digital assets industry in the future our revenues and the value of our common stock may decline.

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

business, which is focused on Scrypt-based digital asset mining at colocation sites in the United States and related treasury activities,

operates in a regulatory environment that is rapidly evolving and subject to differing interpretations.

Many applicable laws and regulations

predate digital assets and do not address key issues associated with mining, custody, or secondary-market trading.

Regulatory requirements

may change, be interpreted inconsistently across jurisdictions, or conflict with one another, and governmental authorities may disagree

with our compliance positions.

We may be subject to examinations, audits, investigations, and enforcement actions by federal, state,

or local authorities, and new laws, regulations, or enforcement priorities could increase our costs, restrict or prohibit certain activities,

limit access to power, or otherwise adversely affect our business, financial condition, and results of operations.

asset mining is energy-intensive and may attract scrutiny from regulators, policymakers, and other stakeholders.

Legislative or regulatory

actions relating to energy usage, emissions, permitting, grid reliability, or related reporting obligations could increase our operating

costs, require changes to our operations, limit expansion, or restrict our ability to operate at certain sites.

In addition, adverse

publicity or stakeholder activism relating to the environmental impact of digital asset mining, whether accurate or not, could damage

our reputation and adversely affect our business.

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

that are harmful to the digital asset industry.

digital asset industry is relatively new, although its influence over public policy is increasing, and it may not have the same access

to policymakers and lobbying organizations in many jurisdictions compared to industries with which digital assets may be seen to compete,

such as banking, payments and consumer finance.

Competitors from other, more established industries may have greater access to and influence

with governmental officials and regulators and may be successful in persuading these policymakers that digital assets require heightened

levels of regulation compared to the regulation of traditional financial services.

As a result, new laws and regulations may be proposed

and adopted in the United States and elsewhere, or existing laws and regulations may be interpreted in new ways, that disfavor or impose

compliance burdens on the digital asset industry or digital asset platforms, which could adversely impact the value of our digital assets

and therefore the price of our common stock.

changes or other events in foreign jurisdictions may affect the value of our common stock or restrict the use of one or more digital

assets, validating activity or the operation of their networks or the digital asset trading platform market in a manner that adversely

affects the value of our common stock.

foreign jurisdictions have, and may continue to adopt laws, regulations or directives that affect the digital asset network, the digital

asset markets, and their users, particularly digital asset trading platforms and service providers that fall within such jurisdictions’

regulatory scope.

For example, if foreign jurisdictions in addition to China were to ban or otherwise restrict validating activity, including

by regulating or limiting manufacturers’ ability to produce or sell semiconductors or hard drives in connection with validating,

it would have a material adverse effect on digital asset networks (including the Dogecoin network), our ability to secure and/or repair

computes that we use in our Scrypt mining, the digital asset market, and as a result, impact the value of our common stock.

number of foreign jurisdictions have recently taken regulatory action aimed at digital asset activities.

China has made transacting in

cryptocurrencies illegal for Chinese citizens in mainland China, and additional restrictions may follow.

Both China and South Korea have

banned initial coin offerings entirely and regulators in other jurisdictions, including Canada, Singapore and Hong Kong, have opined

that initial coin offerings may constitute securities offerings subject to local securities regulations.

The United Kingdom’s Financial

Conduct Authority published final rules in October 2020 banning the sale of derivatives and exchange-traded notes that reference certain

types of digital assets, contending that they are “ill-suited” to retail investors citing extreme volatility, valuation challenges

and association with financial crime.

A new law, the Financial Services and Markets Act 2023, received royal assent in June 2023.

FSMA brings digital asset activities within the scope of existing laws governing financial institutions, markets and assets.

the Parliament of the European Union approved the text of the markets in Crypto-Assets Regulation in April 2023, establishing a regulatory

framework for digital asset services across the European Union.

Certain parts of MiCA became effective as of June 2024 and the remainder

became effective as of December 2024.

MiCA is intended to serve as a comprehensive regulation of digital asset markets and imposes various

obligations on digital asset issuers and service providers.

The main aims of MiCA are industry regulation, consumer protection, prevention

of market abuse and upholding the integrity of digital asset markets.

laws, regulations or directives may conflict with those of the United States and may negatively impact the acceptance of one or more

digital assets by users, merchants and service providers outside the United States and may therefore impede the growth or sustainability

of the digital asset economy in the European Union, China, Japan, Russia and the United States and globally, or otherwise negatively

affect the value of Dogecoin.

Moreover, other events, such as the interruption in telecommunications or Internet services, cyber-related

terrorist acts, civil disturbances, war or other catastrophes, could also negatively affect the digital asset economy in one or more

jurisdictions.

For example, Russia’s invasion of Ukraine led to volatility in digital asset prices, with an initial steep decline

followed by a sharp rebound in prices.

The effect of any future regulatory change or other events on Dogecoin is impossible to predict,

and such change could be substantial and adverse to our revenues, business and the price of our common stock.

developments regarding the treatment of digital assets for U.S.

federal income tax purposes could adversely affect the value of the digital

assets that we hold in our treasury reserve and the price of our common stock.

significant aspects of the U.S.

federal income tax treatment of digital assets, are uncertain, and it is unclear what guidance on the

treatment of digital assets for U.S.

federal income tax purposes may be issued in the future.

It is possible that any such guidance would

have an adverse effect on the prices of digital assets, including on the price of Bitcoin, Litecoin, and Dogecoin in the digital asset

markets, and therefore may have an adverse effect on the value of our treasury reserve and the price of our common stock.

of the evolving nature of digital assets, it is not possible to predict potential future developments that may arise with respect to

digital assets, including forks, airdrops and similar occurrences.

Such developments may increase the uncertainty with respect to the

treatment of digital assets for U.S.

federal income tax purposes.

developments in the treatment of digital assets for tax purposes other than U.S.

federal income tax purposes could adversely affect the

value of our common stock.

taxing authorities of certain states, including New York, (i) have announced that they will follow the notice with respect to the treatment

of digital assets for state income tax purposes and/or (ii) have issued guidance exempting the purchase and/or sale of digital assets

for fiat currency from state sales tax.

However, it is unclear what further guidance on the treatment of digital assets for state tax

purposes may be issued in the future.

treatment of digital assets for tax purposes by non-U.S.

jurisdictions may differ from the treatment of digital assets for U.S.

state or local tax purposes.

It is possible, for example, that a non-U.S.

jurisdiction would impose sales tax or value-added tax on purchases

and sales of digital assets for fiat currency.

If a foreign jurisdiction with a significant share of the market of Dogecoin.

or Litecoin users imposes onerous tax burdens on digital asset users, or imposes sales or value-added tax on purchases and sales of digital

assets for fiat currency, such actions could result in decreased demand for these digital assets in such jurisdiction.

future guidance on the treatment of digital assets for state, local or non-U.S.

tax purposes could result in adverse tax consequences

to us and could have an adverse effect on the prices of digital assets, including on the price of Dogecoin in the digital asset markets.

As a result, any such future guidance could have an adverse effect on the value of the Dogecoin held in our treasury reserve and the

price of our common stock.

tax-exempt shareholder may recognize “unrelated business taxable income” as a consequence of an investment in shares

of our common stock.

the guidance provided in the Internal Revenue Service’s Frequently Asked Questions, hard forks, airdrops and similar occurrences

with respect to digital assets will under certain circumstances be treated as taxable events giving rise to ordinary income.

In the absence

of guidance to the contrary, it is possible that any such income recognized by a U.S.

tax-exempt shareholder would constitute “unrelated

business taxable income” or UBTI.

A tax-exempt shareholder should consult its tax adviser regarding whether such shareholder may

recognize UBTI as a consequence of an investment in our common stock.

securities or industry analysts do not publish research or reports about our business, or if they change their recommendations regarding

our stock adversely, our stock price and trading volume could decline.

trading market for our common stock may be influenced by the research and reports that industry or securities analysts publish about

us or our business.

Even if our analyst coverage increases, if one or more of the analysts who cover us downgrade our stock, our stock

price would likely decline.

If one or more of these analysts cease coverage of our Company or fail to regularly publish reports on us,

we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.

reporting obligations of being a public company in the United States are expensive and time-consuming, and our management will be required

to devote substantial time to compliance matters.

a publicly traded company we incur significant legal, accounting and other expenses.

The obligations of being a public company in the

United States require significant expenditures and places significant demands on our management and other personnel, including costs

resulting from public company reporting obligations under the Exchange Act and the rules and regulations regarding corporate governance

practices, including those under Sarbanes-Oxley, the Dodd-Frank Wall Street Reform and Consumer Protection Act, and the listing requirements

These rules require the establishment and maintenance of effective disclosure and financial controls and procedures, internal

control over financial reporting and changes in corporate governance practices, among many other complex rules that are often difficult

to implement, monitor and maintain compliance with.

Moreover, despite reforms made possible by the JOBS Act, the reporting requirements,

rules, and regulations will make some activities more time-consuming and costly, since we are no longer an “emerging growth company.”

Our management and other personnel will need to devote a substantial amount of time to ensure that we comply with all of these requirements

and to keep pace with new regulations, otherwise we may fall out of compliance and risk becoming subject to litigation or being delisted,

among other potential problems.

Related to Our Common Stock

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

shareholders are subject to contractual lockup restrictions that are scheduled to expire in tranches following the consummation of our

business combination with Doge on December 16, 2025.

Specifically, one-third of the Company-imposed lockup restrictions applicable to

certain shareholders were released on December 16, 2025, with an additional one-third scheduled were released on March 16, 2026, and

the remaining one-third scheduled to be released on June 15, 2026.

The ability of these shareholders to sell their shares upon the expiration

of lockup restrictions is subject to applicable securities law requirements.

A portion of these shares were registered for resale pursuant

to a registration statement on Form S-3 filed on January 29, 2026, which was declared effective on January 30, 2026.

Holders of shares

registered pursuant to that registration statement may resell their shares without restriction under the Securities Act upon the applicable

lockup expiration.

of common stock that were not registered under the Form S-3 registration statement remain subject to the volume limitations, holding

period requirements, and other conditions of Rule 144 under the Securities Act.

These holders may be unable to sell their shares immediately

upon lockup expiration and must satisfy the applicable Rule 144 conditions, including any required holding period measured from the date

of acquisition.

these lockup restrictions expire in tranches through June 2026, a substantial number of shares may become eligible for sale, which could

create selling pressure and downward pressure on the market price of our common stock.

The perception that significant shareholders may

sell shares could also negatively affect investor sentiment and increase volatility.

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

addition to changes to market prices based on the our results of operations and the factors discussed elsewhere in this “Risk Factors”

section, the market price of and trading volume for our common stock has been and may continue to be volatile for a variety of other

reasons, not necessarily related to the our actual operating performance.

The capital markets have experienced extreme volatility that

has often been unrelated to the operating performance of particular companies.

These broad market fluctuations may adversely affect the

trading price of the our common stock.

In addition, the average daily trading volume of the securities of small companies can be very

low, which may contribute to future volatility.

Factors that could cause the market price of our common stock to fluctuate significantly

impact of financings;

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

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

● announcements

of innovations, increased service capabilities, new or terminated customers or new, amended

or terminated contracts by competitors;

public’s reaction to our press releases, other public announcements, and filings with

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

in earnings estimates or recommendations by securities or research analysts who track the

Company’s common stock or failure of the Company’s actual results of operations

to meet those expectations;

in government policies in the United States and internationally for Bitcoin, Dogecoin, Litecoin,

and digital asset mining generally;

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

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

lawsuit involving us, our services or our products;

and departure of key personnel;

of common stock by large investors, officers and directors;

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

of these factors, as well as broader market and industry factors, may result in large and sudden changes in the trading volume of our

common stock and could depress the market price of our common stock, regardless of our operating performance.

This may prevent an investor

from being able to sell its shares at or above the price the investor paid for its shares of common stock, if at all.

In addition, following

periods of volatility in the market price of a company’s securities, shareholders often institute securities class action litigation

against that company.

Following our announcement of the pending acquisition of Doge, at least one class action law firm advertised for

clients to sue us.

We do not know if we will be sued.

Our involvement in any class action suit or other legal proceeding could divert

its senior management’s attention and could adversely affect the our business, financial condition, results of operations and prospects.

we fail to comply with the rules under the Sarbanes-Oxley Act of 2002, as amended, related to accounting controls and procedures, or

if we discover material weaknesses and deficiencies in our internal control and accounting procedures, our stock price could decline

significantly and raising capital could be more difficult.

we fail to comply with the rules under the Sarbanes-Oxley Act of 2002, as amended (“Sarbanes-Oxley Act”), related to disclosure

controls and procedures, or, if we discover material weaknesses and other deficiencies in our internal control and accounting procedures,

our stock price could decline significantly and raising capital could be more difficult.

Section 404 of the Sarbanes-Oxley Act requires

annual management assessments of the effectiveness of our internal control over financial reporting.

If material weaknesses or significant

deficiencies are discovered or if we otherwise fail to achieve and maintain the adequacy of our internal control, we may not be able

to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with

Section 404 of the Sarbanes-Oxley Act.

Moreover, effective internal controls are necessary for us to produce reliable financial reports

and are important to helping prevent financial fraud.

If we cannot provide reliable financial reports or prevent fraud, our business

and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of

our common stock could drop significantly.

sales and issuances of our securities could result in additional dilution of the percentage ownership of our shareholders and could cause

our share price to fall.

expect that significant additional capital will be needed in the future to continue our planned operations, including research and development,

increased marketing, hiring new personnel, commercializing our products, and continuing activities as an operating public company.

the extent we raise additional capital by issuing equity securities, our shareholders may experience substantial dilution.

common stock, convertible securities or other equity securities in one or more transactions at prices and in a manner we determine from

time to time.

In light of the significant amount of bitcoin we hold, we continually seek to engage additional custodians to achieve a

greater degree of diversification in the custody of our bitcoin as the extent of potential risk of loss is dependent, in part, on the

degree of diversification.

If there is a decrease in the availability of digital asset custodians that we believe can safely custody

our bitcoin, for example, due to regulatory developments or enforcement actions that cause custodians to discontinue or limit their services

in the United States, we may need to enter into agreements that are less favorable than our current agreements or take other measures

to custody our bitcoin, and our ability to seek a greater degree of diversification in the use of custodial services would be materially

adversely affected.

of December 31, 2024, the insurance that covers losses of our bitcoin holdings covers only a small fraction of the value of the entirety

of our bitcoin holdings, and there can be no guarantee that such insurance will be maintained as part of the custodial services we have

or that such coverage will cover losses with respect to our bitcoin.

Moreover, our use of custodians exposes us to the risk that the

bitcoin our custodians hold on our behalf could be subject to insolvency proceedings and we could be treated as a general unsecured creditor

of the custodian, inhibiting our ability to exercise ownership rights with respect to such bitcoin.

Any loss associated with such insolvency

proceedings is unlikely to be covered by any insurance coverage we maintain related to our bitcoin.

is controllable only by the possessor of both the unique public key and private key(s) relating to the local or online digital wallet

in which the bitcoin is held.

While the Bitcoin blockchain ledger requires a public key relating to a digital wallet to be published

when used in a transaction, private keys must be safeguarded and kept private in order to prevent a third party from accessing the bitcoin

held in such wallet.

To the extent the private key(s) for a digital wallet are lost, destroyed, or otherwise compromised and no backup

of the private key(s) is accessible, neither we nor our custodians will be able to access the bitcoin held in the related digital wallet.

Furthermore, we cannot provide assurance that our digital wallets, nor the digital wallets of our custodians held on our behalf, will

not be compromised as a result of a cyberattack.

The bitcoin and blockchain ledger, as well as other digital assets and blockchain technologies,

have been, and may in the future be, subject to security breaches, cyberattacks, or other malicious activities.

change reclassifying bitcoin as a security could lead to our classification as an “investment company” under the Investment

Company Act of 1940 and could adversely affect the market price of bitcoin and the market price of our listed securities

assets are concentrated in our bitcoin holdings.

While senior SEC officials have stated their view that bitcoin is not a “security”

for purposes of the federal securities laws, a contrary determination by the SEC could lead to our classification as an “investment

company” under the Investment Company Act of 1940, which would subject us to significant additional regulatory controls that could

have a material adverse effect on our ability to execute on our bitcoin strategy, and our business and operations and may also require

us to substantially change the manner in which we conduct our business.

addition, if bitcoin is determined to constitute a security for purposes of the federal securities laws, the additional regulatory restrictions

imposed by such a determination could adversely affect the market price of bitcoin and in turn adversely affect the market price of our

listed securities.

are not subject to legal and regulatory obligations that apply to investment companies such as mutual funds and exchange-traded funds,

or to obligations applicable to investment advisers

funds, ETFs and their directors and management are subject to extensive regulation as “investment companies” and “investment

advisers” under U.S.

federal and state law;

this regulation is intended for the benefit and protection of investors.

subject to, and do not otherwise voluntarily comply with, these laws and regulations.

This means, among other things, that the execution

of or changes to our Treasury Reserve Policy or our bitcoin strategy, our use of leverage, the manner in which our bitcoin is custodied,

our ability to engage in transactions with affiliated parties and our operating and investment activities generally are not subject to

the extensive legal and regulatory requirements and prohibitions that apply to investment companies and investment advisers.

although a significant change to our Treasury Reserve Policy would require the approval of our board of directors, no shareholder or

regulatory approval would be necessary.

Consequently, our board of directors has broad discretion over the investment, leverage and cash

management policies it authorizes, whether in respect of our bitcoin holdings or other activities we may pursue, and has the power to

change our current policies, including our strategy of acquiring and holding bitcoin.

bitcoin strategy exposes us to risk of non-performance by counterparties

bitcoin strategy exposes us to the risk of non-performance by counterparties, whether contractual or otherwise.

Risk of non-performance

includes inability or refusal of a counterparty to perform because of a deterioration in the counterparty’s financial condition

and liquidity or for any other reason.

For example, our execution partners, custodians, or other counterparties might fail to perform

in accordance with the terms of our agreements with them, which could result in a loss of bitcoin, a loss of the opportunity to generate

funds, or other losses.

primary counterparty risk with respect to our bitcoin is custodian performance obligations under the various custody arrangements we

have entered into.

A series of recent high-profile bankruptcies, closures, liquidations, regulatory enforcement actions and other events

relating to companies operating in the digital asset industry, including the filings for bankruptcy protection by Three Arrows Capital,

Celsius Network, Voyager Digital, FTX Trading and Genesis Global Capital, the closure or liquidation of certain financial institutions

that provided lending and other services to the digital assets industry, including Signature Bank and Silvergate Bank, SEC enforcement

actions against Coinbase, Inc., Binance Holdings Ltd., and Kraken, the placement of Prime Trust, LLC into receivership following a cease-and-desist

order issued by Nevada’s Department of Business and Industry, and the filing and subsequent settlement of a civil fraud lawsuit

by the New York Attorney General against Genesis Global Capital, its parent company Digital Currency Group, Inc., and former partner

Gemini Trust Company have highlighted the perceived and actual counterparty risk applicable to digital asset ownership and trading.

these bankruptcies, closures and liquidations have not resulted in any loss or misappropriation of our bitcoin, nor have such events

adversely impacted our access to our bitcoin, legal precedent created in these bankruptcy and other proceedings may increase the risk

of future rulings adverse to our interests in the event one or more of our custodians becomes a debtor in a bankruptcy case or is the

subject of other liquidation, insolvency or similar proceedings.

all of our custodians are subject to regulatory regimes intended to protect customers in the event of a custodial bankruptcy, receivership

or similar insolvency proceeding, no assurance can be provided that our custodially-held bitcoin will not become part of the custodian’s

insolvency estate if one or more of our custodians enters bankruptcy, receivership or similar insolvency proceedings.

Additionally, if

we pursue any strategies to create income streams or otherwise generate funds using our bitcoin holdings, we would become subject to

additional counterparty risks.

Any significant non-performance by counterparties, including in particular the custodians with which we

custody substantially all of our bitcoin, could have a material adverse effect on our business, prospects, financial condition, and operating

If we sell common stock, convertible securities or other equity securities in more than one transaction, investors may

be materially diluted by subsequent sales.

Such sales may also result in material dilution to our existing shareholders, and new investors

could gain rights superior to our existing shareholders.

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

have never paid or declared any cash dividends on our common stock, and we do not anticipate paying any cash dividends on our common

stock in the foreseeable future.

We currently anticipate that we will retain future earnings for the development, operation and expansion

of our business.

Any future determination to pay dividends will be at the discretion of our board of directors and will depend upon a

number of factors, including our results of operations, financial condition, future prospects, contractual restrictions, restrictions

imposed by applicable law and other factors that our board of directors deems relevant.

Therefore, any return to shareholders will be

limited to the increase, if any, of our share price.

are a “smaller reporting company”, and the reduced disclosure requirements applicable to smaller reporting companies may

make our common stock less attractive to investors.

are a “smaller reporting company” as defined in Rule 12b-2 under the Exchange Act.

We would cease to be a smaller reporting

company if (i) we have a public float of $250 million or more and have annual revenues in excess of $100 million or (ii) if we have a

public float of $700 million or more, determined on an annual basis.

a smaller reporting company, we are permitted and intend to rely on exemptions from certain disclosure requirements that are applicable

to other public companies that are not smaller reporting companies.

These exemptions include:

being required to furnish a stock performance graph in our Annual Reports;

disclosure obligations regarding executive compensation;

permitted to provide only two years of audited financial statements in our Annual Reports

on Form 10-K, with corresponding reduced “Management’s Discussion and Analysis

of Financial Condition and Results of Operations” disclosure;

being required to comply with the auditor attestation requirements of Section 404 of the

Sarbanes-Oxley Act.

cannot predict whether investors will find our common stock less attractive as a result of any reliance by us on these exemptions.

some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and

our stock price may be more volatile.

may be at risk of securities class action litigation.

In the past, biotechnology and pharmaceutical companies have experienced significant

stock price volatility, particularly when associated with binary events such as clinical trials and product approvals.

If we face such

litigation, it could result in substantial costs and a diversion of management’s attention and resources, which could harm our

business and result in a decline in the market price of our common stock.

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 1A. Risk Factors