Item 1. Business
Item
1. Business
Company
Overview
Datacentrex,
Inc. (formerly, Thumzup Media Corporation), a Nevada corporation (“Datacentrex,” the “Company,” “we,”
“us,” or “our”) is a digital infrastructure and capital deployment company that owns and operates Scrypt compute
assets and evaluates strategic transactions across asset-backed operating businesses. Our current operating platform is centered on owned
and operated Scrypt-based proof-of-work (“PoW”) compute deployed through third-party colocation facilities. We monetize this
compute primarily through hashrate marketplace mechanisms and manage a treasury of digital assets and cash in a manner intended to preserve
capital and support opportunistic, accretive deployment.
Our
Scrypt compute operations utilize specialized application-specific integrated circuit (“ASIC”) hardware to contribute hashrate
to the Litecoin blockchain. Through merged-mining architecture, that same hashrate can simultaneously secure and validate additional
Scrypt-based networks, including Dogecoin and other auxiliary Scrypt chains, without incremental energy consumption. This merged-mining
attribute allows a single deployment of compute and power to produce economic exposure to multiple networks, subject to protocol rules
and monetization mechanics.
On
August 18, 2025, Datacentrex, entered into an Agreement and Plan of Merger with TZUP Merger Sub, Inc., a wholly-owned subsidiary of the
Company, and Dogehash Technologies, Inc. (“Doge”), a Nevada corporation, pursuant to which the Company agreed to acquire
Doge (the “Merger”). As of the consummation of the Merger between Thumzup Media Corporation (“Thumzup”) and Doge,
the Company operates more than 3,100 Scrypt ASIC miners deployed across multiple geographically diversified colocation facilities.
Our
results are primarily driven by (i) realized revenue rate per unit of hashrate deployed, (ii) power cost and curtailment exposure at
the facility level, (iii) uptime and operational execution, (iv) availability and replacement cycle dynamics for Scrypt ASIC supply,
and (v) treasury and capital allocation decisions, including decisions regarding holding, converting, or deploying digital assets and
cash.
We
are not a protocol developer. We do not control any blockchain network and do not generate revenues from maintaining or updating any
open-source network protocol. Our results depend on our ability to procure and operate compute infrastructure economically and to monetize
that compute in a manner that produces attractive risk-adjusted returns.
The
Company’s operations are principally operated remotely at various data centers throughout the United States. The Company’s
principal address is 470 W 200 N STE 18, Salt Lake City, UT 84103 and its telephone number is (800) 403-6150. The Company’s website
address is www.datacentrex.com. The information provided on the Company’s website or connected thereto does not constitute part
of, and is not incorporated by reference into, this Annual Report on Form 10-K.
Corporate
Information and History
Our
current business was formed through a series of transactions involving an asset acquisition, a public-company business combination, and
a subsequent name change.
Thumzup
Media Corporation (“Thumzup”) was incorporated in the State of Nevada on October 27, 2020. Thumzup was originally organized
as a technology company focused on social media advertising and content monetization.
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In
July 2025, Doge acquired certain digital asset mining assets and related business operations from US Data & Energy, LLC (“USDE”)
pursuant to an asset purchase transaction. These assets included ASIC miners and related equipment that were located at colocation facilities,
warehoused, on order, or in transit for digital asset compute activities.
Thereafter,
Doge was acquired by Thumzup in the Merger. Following completion of the Merger, the combined company changed its name to Datacentrex,
Inc.
The
Company’s operations are principally operated remotely at various data centers throughout the United States. The Company’s
principal address is 470 W 200 N STE 18, Salt Lake City, UT 84103 and its telephone number is (800) 403-6150. The Company’s website
address is www.datacentrex.com. The information provided on the Company’s website or connected thereto does not constitute part
of, and is not incorporated by reference into, this Annual Report.
Unless
the context requires otherwise, references in this section to our “operations,” “fleet,” or “compute platform”
refer to the business and assets as operated by Datacentrex following the Merger.
Recent
Developments
Doge
Acquisition
On
August 18, 2025, Datacentrex entered into an Agreement and Plan of Merger (the “Merger Agreement”) with TZUP Merger Sub,
Inc., a wholly-owned subsidiary of Datacentrex (“Merger Sub”), and Dogehash Technologies, Inc. (“Doge”), a Nevada
corporation, pursuant to which the Company agreed to acquire Doge.
On
December 15, 2025, Merger Sub and Doge filed Articles of Merger with the Nevada Secretary of State pursuant to which, effective as of
December 15, 2025, Merger Sub merged with and into Doge with Doge surviving as a wholly-owned subsidiary of the Company. Pursuant to
the terms of the Merger Agreement, the Company issued an aggregate of 13,835,188 shares of the Company’s common stock, and 16,239.812
shares of Series D Convertible Preferred convertible into an aggregate of 16,239,812 shares of common stock to the shareholders of Doge
in exchange for 100% of the outstanding capital stock of Doge.
Name
Change
On
December 15, 2025, the Company filed a Certificate of Amendment to its Amended and Restated Articles of Incorporation with the Secretary
of State of the State of Nevada to change its name to Datacentrex, Inc. from Thumzup Media Corporation.
Public
Offering
On
March 26, 2026, we entered into a placement agency with Dominari Securities LLC, pursuant to which we sold directly to investors, in
a best efforts offering, an aggregate of (i) 4,510,000 shares of common stock at $2.00 per share and (ii) pre-funded warrants to purchase
up to an aggregate of 5,575,000 shares of common stock at $1.99 per pre-funded warrant. The securities were offered and sold by us pursuant
to our effective registration statement on Form S-3 (File No. 333-286951). The closing of the offering occurred on March 31, 2026 and
the gross proceeds from the offering were approximately $20.2 million, before deducting placement agent fees and expenses and estimated
offering expenses payable by us. We intend to use the net proceeds received from the offering for working capital and general corporate
purposes.
Our
Business Model
We
generate revenues by deploying owned Scrypt ASIC hardware to produce PoW hashrate and monetizing that hashrate through market-based channels.
Our model can be summarized as:
●
acquiring
and operating owned Scrypt ASIC hardware;
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●
securing
competitive power and physical hosting through colocation agreements;
●
maintaining
operational discipline through monitoring, maintenance, configuration management, and rapid response to downtime;
●
monetizing
hashrate primarily through a hashrate marketplace model (typically settling in Bitcoin); and
●
managing
treasury assets and cash with the objective of preserving capital while pursuing yield-enhancing and accretive opportunities consistent
with our risk management approach.
Our
monetization approach is intended to reduce reliance on any single protocol-native payout stream and improve realized economics by seeking
transparent market pricing for compute and minimizing certain fees and conversion costs that can arise under traditional pool-based mining
models.
Scrypt
Proof-of-Work Compute and Merged Mining
Scrypt
is a PoW hashing algorithm used by Litecoin and certain other digital asset networks, including Dogecoin. Scrypt ASIC miners are not
interchangeable with SHA-256 ASIC miners used for Bitcoin. As a result, Scrypt compute is a distinct compute market with different hardware
supply dynamics, competition levels, and revenue drivers.
We
primarily contribute hashrate to the Litecoin blockchain. Litecoin supports merged mining, which allows the same computational work used
to validate Litecoin blocks to simultaneously validate additional Scrypt-based networks. In practical terms, merged mining can allow
a miner to generate rewards attributable to multiple networks from the same energy input, subject to the rules of the applicable protocols
and the payout mechanisms used by the monetization channel.
Merged
mining does not create unlimited or guaranteed incremental economics. Rewards attributable to auxiliary networks may vary based on protocol
parameters, network conditions, and monetization mechanics. The Company remains exposed to market and network dynamics affecting Scrypt
compute generally, including changes in total network hashrate, mining difficulty, protocol reward structures, and transaction fee markets.
Hashrate
Monetization and Marketplace Model
Traditional
PoW miners often monetize compute by connecting directly to a mining pool that aggregates hashrate from many miners and distributes protocol-native
rewards net of pool fees. Under that approach, miners may then convert protocol-native rewards into other assets (including fiat currencies)
to fund operations or pursue a desired treasury exposure, which can introduce conversion costs, liquidity constraints, execution slippage,
and incremental operational complexity.
We
primarily monetize our Scrypt compute through a hashrate marketplace model. In a hashrate marketplace, compute providers offer available
hashrate to third-party buyers seeking computational capacity for PoW validation. Buyers pay a market-determined rate for hashrate, and
the marketplace coordinates matching, settlement, and operational routing. Under this model, we generally receive compensation based
on prevailing market demand for Scrypt hashrate, with settlement typically denominated in Bitcoin.
Management
believes that monetizing hashrate through a marketplace can, depending on market conditions, (i) improve realized pay rates for hashrate
relative to certain pool-based alternatives, (ii) reduce or eliminate certain pool participation fees and payout variance associated
with protocol-native distributions, and (iii) reduce the need for post-mining conversion transactions that may otherwise create incremental
costs. Marketplace monetization also introduces reliance on marketplace operators and exposes the Company to operational and counterparty
risks associated with those platforms.
We
may utilize mining pools opportunistically or for redundancy; however, we view marketplace monetization as a core component of our current
strategy. Our realized revenue under either model remains sensitive to market demand for compute, network-level dynamics, and overall
digital asset market conditions.
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Revenue
Recognition and Customers
The
Company generates revenue through the monetization of Scrypt compute via hashrate marketplaces. Under this model, the Company offers
available hashrate to third-party buyers seeking computational capacity for PoW validation. Buyers pay a market-determined rate for hashrate
based on prevailing supply and demand.
Revenue
is recognized when payment for delivered hashrate is received and the corresponding digital assets are transferred to a wallet controlled
by the Company. Amounts earned but not yet settled or received are not recognized as revenue. Settlement under the hashrate marketplace
model is typically denominated in Bitcoin.
The
buyers of the Company’s hashrate are not concentrated and may include a broad range of market participants. Buyers may include
miners, infrastructure operators, trading firms, and arbitrage participants who purchase hashrate and redirect it to alternative pools
or strategies to capture yield, pricing inefficiencies, or other economic opportunities. The Company does not typically enter into long-term
bilateral contracts with hashrate buyers and generally does not have direct visibility into buyers’ downstream use of purchased
hashrate.
Because
hashrate is sold through marketplace mechanisms, the Company does not rely on a limited number of end customers and is not subject to
traditional customer concentration risk; however, the Company remains dependent on the continued operation and liquidity of the marketplaces
through which it monetizes hashrate.
Key
Operating Inputs
Digital
asset market conditions . Our results are influenced by price, volatility, and liquidity in digital asset markets, including the assets
associated with Scrypt networks and the settlement asset we receive through monetization channels. Adverse movements may reduce revenue
and operating margins and impair liquidity.
Network
difficulty and hashrate . PoW networks dynamically adjust mining difficulty based on total network hashrate. Increased network hashrate
typically increases difficulty, which reduces expected rewards per unit of hashrate deployed and can pressure margins if power costs
or monetization rates do not improve. Conversely, declines in network hashrate can reduce difficulty and improve expected economics for
remaining miners.
Power
costs and curtailment . Electricity is a primary input cost. Power rates, capacity charges, curtailment obligations, transmission
constraints, and other ancillary costs can materially affect profitability. We may be required to curtail load or may voluntarily curtail
load when economically advantageous or contractually required.
Uptime
and operational execution . Because revenue depends on continuous operation of compute assets, uptime is a critical driver of realized
results. Equipment failures, facility outages, maintenance, networking issues, and configuration errors can reduce uptime and revenue.
Hardware
supply and replacement cycles . Scrypt ASIC supply is subject to vendor production schedules, logistics, and market availability.
As competition evolves, miners may need to deploy newer hardware, replace components, or optimize existing fleets to remain competitive.
Counterparty
performance . Our business depends on the performance of hosting providers, marketplace operators, custodians, and trading venues.
Counterparty failures, cybersecurity incidents, or operational disruptions could materially affect results.
Cost
Structure and Operating Leverage
The
Company’s cost structure consists primarily of power costs, hosting-related expenses, and depreciation of capitalized mining equipment.
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Power
Costs
Electricity
is the primary operating cost of the Company’s compute operations. Power consumption is variable based on the number of machines
operating at any given time. However, under the Company’s existing colocation arrangements, the price of electricity is fixed pursuant
to contractual agreements, and uptime and power delivery obligations are contractually defined.
If
a hosting or colocation provider fails to deliver power in accordance with the terms of the applicable agreement, the Company may be
entitled to monetary penalties or, in certain circumstances, to terminate the agreement without recourse to the host. As a result, while
power usage fluctuates with operational decisions, power pricing and availability are substantially governed by contract.
Hosting
and Operating Costs
Hosting-related
costs include facility services, power delivery infrastructure, networking, and site-level operations provided by colocation partners.
These costs may include both fixed and variable components depending on contractual terms and facility configuration.
Capitalized
Hardware
Mining
equipment is capitalized and depreciated over its estimated useful life. Hardware costs are not expensed as incurred, and operating margins
are therefore sensitive to both depreciation expense and the economic productivity of deployed equipment.
Operating
Leverage and Scale
Operating
scale does not inherently improve margins under a pure hosting model. Meaningful margin expansion is primarily achievable through upstream
integration into power ownership or power-adjacent infrastructure. If the Company were to acquire or control power generation, interconnection,
or other upstream assets, margins could expand significantly due to reduced energy costs and improved control over the cost structure.
There can be no assurance that such opportunities will be pursued or achieved.
Mining
Equipment and Hosting Arrangements
Mining
Equipment
Datacentrex
owns a fleet of specialized Scrypt ASIC miners used to generate PoW hashrate. Since inception of the operating platform, the Company
has invested in excess of $29 million in mining equipment and related infrastructure.
As
of the consummation of the Merger, the Company operated more than 3,100 Scrypt ASIC miners, which are deployed across multiple colocation
facilities. The Company may hold certain equipment in inventory, in transit, or in staging for deployment, and may acquire additional
miners or components depending on expansion plans, equipment availability, and capital allocation priorities.
The
economic performance of the Company’s mining equipment depends on a number of factors, including hardware reliability, uptime,
network difficulty, power costs, and monetization rates. Over time, competitive dynamics may require replacement, refurbishment, or redeployment
of equipment to maintain attractive operating economics.
Equipment
Lifespan and Replacement Cycles
Scrypt
ASIC miners have finite useful lives and are subject to technological obsolescence over time. However, the lifecycle dynamics of Scrypt
mining equipment differ from those of SHA-256 mining equipment used in Bitcoin mining.
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The
Scrypt ASIC market is served by a limited number of manufacturers, and innovation cycles have historically occurred at a slower pace
relative to Bitcoin mining hardware. As a result, Scrypt miners may retain economic usefulness for longer periods, and new hardware generations
may not render prior generations obsolete as rapidly as in other PoW markets.
Management
believes these dynamics can support longer economic lifespans and residual value for Scrypt mining equipment relative to certain other
mining categories. Nonetheless, future technological developments, changes in network economics, or shifts in competitive dynamics could
reduce the useful life or value of existing equipment.
Hosting
and Colocation Arrangements
Datacentrex
deploys its mining equipment primarily through third-party colocation and hosting arrangements. Under these arrangements, hosting providers
supply physical space, electrical infrastructure, power delivery, and certain site services necessary to operate energy-intensive compute
workloads. The Company retains ownership of its mining equipment and remains responsible for configuration, monitoring, maintenance coordination,
and operational management, subject to the terms of applicable hosting agreements.
The
Company currently operates under three colocation arrangements that provide access to electric power sourced from the Electric Reliability
Council of Texas (ERCOT) grid, the Midcontinent Independent System Operator (MISO) grid, and the Georgia Power grid, respectively. These
arrangements allow Datacentrex to diversify geographic exposure, grid risk, and operational dependencies while supporting deployment
of its existing fleet. Hosting arrangements expose the Company to counterparty risk, including the risk that a hosting provider fails
to perform its obligations, experiences operational disruptions, or becomes financially distressed. Hosting agreements may also include
provisions related to curtailment, maintenance windows, capacity constraints, or other operational limitations that can affect uptime
and revenue.
Management
believes that deploying equipment across multiple facilities and grid regions reduces reliance on any single site or power market. However,
diversification does not eliminate the risk of correlated events, including regional grid disruptions, extreme weather events, regulatory
actions, or market-wide curtailment programs. The Company’s ability to expand operations depends on the availability of additional
hosting capacity, power, and interconnection on acceptable terms, as well as access to capital and equipment supply.
Treasury,
Liquidity, and Custody
We
manage digital assets and cash as part of a dynamic treasury and capital allocation strategy intended to preserve capital, maintain liquidity,
and enhance long-term value creation.
Under
our hashrate marketplace monetization model, settlement is typically received in Bitcoin. Management has historically evaluated retaining
Bitcoin-denominated proceeds as a treasury asset rather than immediately converting to fiat currency and expects that future treasury
concentration may favor Bitcoin over time. From time to time, we may allocate a portion of Dogecoin exposure to pilot-stage, protocol-native
yield opportunities within the Dogecoin ecosystem, including limited participation in Layer-2 networks. These activities remain exploratory
and are not governed by a formal treasury policy adopted by our board of directors. We may modify, expand, suspend, or discontinue such
pilot activities based on performance and risk assessment.
We
utilize institutional custodians and trading platforms for custody and execution, including Anchorage Digital and Coinbase Prime, and
are subject to risks associated with third-party custodians and trading venues, including cybersecurity risk, operational risk, legal
and regulatory risk, and counterparty risk.
Infrastructure
and Power Strategy
Power
and physical infrastructure are foundational to our operating platform. Our current compute operations are deployed primarily through
third-party colocation sites that provide access to power and the environment required to run energy-intensive compute.
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Management
evaluates opportunities to expand and, where attractive, vertically integrate upstream through acquisitions or developments involving
powered land, interconnection capacity, electrical infrastructure, or operating data-center assets. Such opportunities may improve cost
control and strategic flexibility but can require significant capital, permitting and regulatory execution, and operational integration.
We
do not intend to limit our long-term opportunity set to cryptocurrency-related compute. Management believes our experience operating
energy-intensive compute positions the Company to evaluate other compute-enabled or infrastructure-backed opportunities.
Competitive
Strengths and Strategic Position
Management
believes Datacentrex is competitively positioned within the Scrypt compute market and broader digital infrastructure landscape due to
a combination of operational execution, capital availability, and strategic relationships.
Management
believes the Scrypt ASIC hardware market is currently highly concentrated, with a limited number of manufacturers capable of producing
Scrypt mining equipment at scale. As a result, access to next-generation hardware may be constrained and may serve as a significant barrier
to entry for new or under-capitalized participants. Furthermore, Datacentrex has developed long-standing commercial relationships with
leading manufacturers and suppliers of Scrypt ASIC hardware. These relationships have historically enabled the Company to access new
generations of equipment earlier than many market participants, secure meaningful allocation during periods of constrained supply, and
deploy hardware at scale with greater predictability. Management believes this sourcing capability represents a strategic moat, as early
access to next-generation equipment can materially affect operating economics, competitiveness, and capital efficiency in PoW compute
markets.
Notwithstanding
the foregoing, access to hardware alone is insufficient without the capital, infrastructure, and operational readiness to deploy it effectively.
Datacentrex maintains the balance-sheet capacity, hosting relationships, and internal operational systems necessary to deploy new equipment
rapidly once sourced. The Company’s ability to fund equipment purchases, coordinate logistics, and integrate new hardware into
existing operations reduces deployment friction and shortens the time between capital commitment and revenue generation.
In
addition to the foregoing, Datacentrex operates a scaled fleet of Scrypt ASIC miners across multiple geographically diversified facilities.
Management believes that operating at scale improves negotiating leverage with vendors and hosting providers, supports operational learning
curves, and enables the Company to absorb variability in network conditions, power markets, and equipment performance more effectively
than smaller operators.
Datacentrex’s
compute platform, capital structure, and operational expertise provide strategic flexibility. Management believes the Company is positioned
not only to scale Scrypt compute operations but also to evaluate acquisitions, joint ventures, or infrastructure investments that may
further enhance access to power, equipment, or operating capabilities.
Competition
We
compete across multiple markets, including specialized digital compute, digital asset mining, data-center infrastructure, and transaction-driven
capital deployment.
Scrypt
compute operators . The Scrypt compute sector is less institutionally saturated than Bitcoin mining and is characterized by a limited
number of scaled operators. There are few publicly traded companies operating Scrypt compute as a primary line of business. Furthermore,
from time to time, other entities have and may announce strategic transactions intended to establish Scrypt-focused platforms.
Broader
cryptocurrency miners and potential entrants . We compete indirectly with large-scale cryptocurrency miners and infrastructure operators
that could allocate capital, management attention, or facility capacity into Scrypt compute or adjacent digital infrastructure. Even
where their existing hardware is not interchangeable with Scrypt ASICs, larger miners may have advantages in access to capital, power
procurement, facility development, operating scale, and vendor relationships. Examples of companies that may compete with us for capital,
power, hosting capacity, hardware supply, and acquisition opportunities include (among others): Argo Blockchain; Bit Digital; Bitfarms;
CleanSpark; Cipher Mining; Core Scientific; Hive; Hut 8; Iris Energy; Marathon Digital; Northern Data; Riot Platforms; Digi Power X;
and TeraWulf.
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Digital
asset treasury and yield-oriented companies . Certain companies focus on digital asset treasury strategies or ecosystem-based yield
generation, including strategies focused on Dogecoin. These companies generally do not operate energy-intensive compute fleets at scale.
While we do not consider these companies direct competitors with respect to our compute operations, they may compete indirectly for investor
capital or thematic exposure.
Data-center
infrastructure owners and operators . As we evaluate opportunities to acquire or develop infrastructure assets upstream, we compete
with traditional data-center developers, owners, and operators. Competition in this segment is driven by access to power and interconnection,
speed of deployment, permitting and regulatory execution, engineering capabilities, and cost of capital.
Capital
markets and acquisition competition . To the extent we pursue mergers, acquisitions, or strategic investments, we compete with private
equity funds, infrastructure funds, energy developers, and strategic acquirers for attractive assets.
Strategy
and Growth
Datacentrex
is not positioned solely as a cryptocurrency mining company. Management views Scrypt compute as an initial operating platform that can
generate cash flow and operational capabilities that may be leveraged across a broader strategic mandate.
We
intend to maintain flexibility to pursue mergers, acquisitions, asset purchases, joint ventures, and strategic investments across digital
infrastructure, compute-enabled services, energy-adjacent infrastructure, and other asset-backed operating businesses. We may evaluate
opportunities both within and outside the digital asset ecosystem. Management may adjust strategic focus over time in response to market
conditions, regulatory developments, capital availability, and risk-adjusted return opportunities.
Strategic
Scope and Capital Allocation Boundaries
The
Company’s strategy is designed to preserve flexibility while maintaining discipline in capital allocation. Although Datacentrex
currently operates a Scrypt-based compute platform, management does not view the Company as permanently constrained to any single protocol,
asset class, or operating model. Strategic decisions, including material expansions, acquisitions, divestitures, or entry into new lines
of business, are subject to oversight by the Company’s board of directors. While management evaluates a broad range of potential
opportunities, the Company does not intend to deploy capital indiscriminately or to pursue speculative investments unrelated to asset-backed
operating businesses. Notwithstanding the foregoing, there can be no assurance that identified opportunities will be consummated or that
any strategic initiative will be successful.
Government
Regulation
Cryptocurrency
Our
business is subject to evolving laws, regulations, and regulatory scrutiny related to digital assets, data-center and energy infrastructure,
environmental and power usage considerations, and public company disclosure and compliance obligations. Regulatory actions, new legislation,
changes in enforcement priorities, and the interpretation of existing laws may impact our ability to operate, custody, trade, hold, or
deploy digital assets and may affect counterparties we rely upon.
Based
on recent guidance from the SEC, we do not believe that our Scrypt-based PoW activities are subject to registration under the Securities
Act or that the primary crypto assets that we earn through our activities or otherwise acquire are “securities” within the
meaning of the Securities Act. The tests for determining whether a particular digital asset is a “security” and whether a
particular transaction involving digital assets requires registration under the Securities Act, however, are fact-intensive, complex,
and may be difficult to apply. If it is determined in the future that one or more digital assets in which we transact or that we hold
in our treasury is a security, or that the types of transactions we conduct or may conduct in the future require registration with the
SEC, it could have a material adverse effect on our business and operations.
Our
operations may also be affected by utility regulation, interconnection and grid constraints, demand response and curtailment programs,
environmental regulation, and permitting requirements applicable to energy-intensive operations.
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Intellectual
Property
Datacentrex
does not rely on patents or licensed proprietary protocols to conduct its operations. However, the Company has developed and maintains
proprietary internal software systems that are integral to the operation, monitoring, and management of its compute infrastructure and
related assets.
These
internal systems are designed to support real-time and near-real-time monitoring of site-level and fleet-level operations, including,
among other things:
● monitoring
miner status and uptime across facilities;
● identifying
non-functioning or underperforming miners;
● managing
pool and marketplace connectivity and routing;
● tracking
hashrate output and revenue throughput;
● monitoring
power usage and site-level electrical performance; and
● maintaining
inventory tracking for deployed, staged, and inactive equipment.
Management
believes these internally developed systems improve operational responsiveness, reduce downtime, support efficient troubleshooting, and
enhance visibility into fleet performance and asset utilization. While such software does not eliminate operational risk, it is intended
to support disciplined execution at scale.
In
addition, the Company relies on a combination of internally developed tools and third-party software and services for monitoring, fleet
management, cybersecurity, data aggregation, and operational administration. Datacentrex takes steps intended to protect its internally
developed software and data through access controls and security practices, although it does not hold registered intellectual property
rights in such systems.
Employees
As
of April 13, 2026, we had two full-time employees, as well as nine investor relations, accounting, legal and operations independent
contractors. We are not a party to any collective bargaining agreements. We believe that we maintain good relations with our employees.
Available
Information
Our
website address is www.datacentrex.com. The contents of, or information accessible through, our website are not part of this Annual Report,
and our website address is included in this document as an inactive textual reference only. We make our filings with the U.S. Securities
and Exchange Commission (“SEC” or “Commission”), including our Annual Reports on Form 10-K, Quarterly Reports
on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports, available free of charge on our website as soon as reasonably
practicable after we file such reports with, or furnish such reports to, the SEC. The public may read and copy the materials we file
with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information on
the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Additionally, the SEC maintains an Internet site that
contains reports, proxy and information statements and other information. The address of the SEC’s website is www.sec.gov. The
information contained in the SEC’s website is not intended to be a part of this Annual Report.
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