What changed in this filing

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Item 1A. Risk Factors

2026-04-01 compared with 2025-04-15 · 741 added, 571 removed, 1225 unchanged (52% of the section changed)

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If any of the following risks materialize, our business,

financial condition, results of operation and prospects will likely be materially and adversely affected.

In that event, the market price

of our common stock could decline and you could lose all or part of your investment.

financial condition, results of operations, cashflows and prospects will likely be materially and adversely affected.

In that event, the

market price of our common stock could decline and you could lose all or part of your investment.

Risks Related to Our Company

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Notwithstanding the foregoing, management has concluded

that it has sufficient liquidity to continue operations for a period of at least twelve months from the date of this Annual Report, which

conclusion would not have been possible without close monitoring of the Company’s projected cash flow and operating expenses for

a period of at least the next twelve months.

that it has sufficient liquidity to continue operations for a period of at least twelve months from the date of this Annual Report on

Form 10-K, which conclusion would not have been possible without close monitoring of the Company’s projected cash flow and operating

expenses for a period of at least the next twelve months.

We have historically relied on related parties

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to provide such assistance if the Company were to require it in the future.

We may be subject to liabilities arising

prior to the Asset Acquisition under certain “successor liability” theories.

We acquired our business by means of a foreclosure

of the relevant secured lender’s security interest in the assets in the Asset Acquisition through an auction under Article 9 of

the Uniform Commercial Code.

Although the general rule in the context of transactions such as the Asset Acquisition is that a purchaser

of assets does not assume the seller’s liabilities, various courts have established exceptions to this general rule, including where

the purchaser is a ‘mere continuation’ of the seller and there is a ‘continuity of enterprise.’ To date, we have

had one lawsuit whereby we have been found to have successor liability.

This matter was settled by the parties.

This is a highly fact

specific inquiry, and there can be no assurance that any interested creditor, the United States (through the Internal Revenue Service)

or state or local taxing agencies will not seek to hold us responsible for any existing liabilities at the time of the Asset Acquisition

under one or more of these successor liability theories, for which we have no indemnification protection under the agreements relating

to the Asset Acquisition.

We operate in a complex regulatory environment,

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If any of these

effects were to occur, our operating results and financial condition could be adversely affected.

effects were to occur, our operating results, cash flows and financial condition could be adversely affected.

We may not be able to integrate new technologies

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and software applications:

territory can have significant weather events which physically damage access lines;

surges and outages, computer viruses or hacking, earthquakes, terrorism attacks, vandalism and software or hardware defects which are

beyond our control;

spikes in demand or capacity limitations in our or our suppliers’ networks.

the regions in which we operate may experience significant weather events which physically damage access lines;

power surges and outages, computer viruses or hacking, earthquakes, terrorism attacks, vandalism and software or hardware defects which are beyond our control;

Unusual spikes in demand or capacity limitations in our or our suppliers’ networks.

Disruptions may cause interruptions in service

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and other difficulties.

Our positioning in the marketplace may place a

significant strain on our management, operational and financial resources, and increase demand on our systems and controls.

this position effectively, we must continue to implement and improve our operational and financial systems and controls, invest in development

and engineering, critical systems and network infrastructure to maintain or improve our service quality levels, purchase and utilize other

systems and solutions, and train and manage our employee base.

As we proceed with our development, operational difficulties could arise

from additional demand placed on customer provisioning and support, billing and management information systems, product delivery and fulfilment,

sales and marketing and administrative resources.

Our positioning in the marketplace may place

a significant strain on our management, operational and financial resources, and increase demand on our systems and controls.

manage this position effectively, we must continue to implement and improve our operational and financial systems and controls,

invest in development and engineering, critical systems and network infrastructure to maintain or improve our service quality

levels, purchase and utilize other systems and solutions, and train and manage our employee base.

As we proceed with our

development, operational difficulties could arise from additional demand placed on customer provisioning and support, billing and

management information systems, product delivery and fulfilment, sales and marketing and administrative resources.

For instance, we may encounter delays or cost

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and performance of our senior management and other key employees, the loss of any of whom could adversely affect our business, operating

results and financial condition.

results, financial condition and cash flows.

Our future performance depends on the continued

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in research and development, the level and effectiveness of which could reduce our profitability.

We intend to continue to make investments in research and development

and product development in seeking to sustain and improve our competitive position and meet our customers’ needs.

These investments

currently include streamlining our suite of software functionalities, including modularization and improving scalability of our integrated

To maintain our competitive position, we may need to increase our research and development investment, which could reduce our

profitability and cash flows.

In addition, we cannot assure you that we will achieve a return on these investments, nor can we assure

you that these investments will improve our competitive position.

We intend to continue to make investments in

research and development and product development in seeking to sustain and improve our competitive position and meet our

customers’ needs.

These investments currently include streamlining our suite of software functionalities, including

modularization and improving scalability of our integrated solutions.

To maintain our competitive position, we may need to increase

our research and development investment, which could reduce our profitability and cash flows.

In addition, we cannot assure you that

we will achieve a return on these investments, nor can we assure you that these investments will improve our competitive

Risks Related to Our Business

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is evolving and uncertain.

The regulations that govern the companies and broker-dealers that utilize

our platform and the investors that find investment opportunities on our platform have been in existence for a very few years.

there are constant discussions among legislators and regulators with respect to changing this regulatory environment.

New laws and regulations

could be adopted in the United States and abroad.

Further, existing laws and regulations may be interpreted in ways that would impact

our platform, including our ability to communicate and work with investors, broker-dealers and the companies that use our platforms’

For instance, over the past year, there have been several attempts to modify the current regulatory regime.

Some of those suggested

reforms could make it easier for anyone to sell securities (without using our platform), or could increase our regulatory burden, including

requiring us to register as a broker-dealer or funding portal before we choose to do so.

Any such changes would have a negative impact

on our business.

The regulations that govern the companies and

broker-dealers that utilize our platform and the investors that find investment opportunities on our platform have been in existence for

a very few years.

Further, there are constant discussions among legislators and regulators with respect to changing this regulatory environment.

New laws and regulations could be adopted in the United States and abroad.

Further, existing laws and regulations may be interpreted in

ways that would impact our platform, including our ability to communicate and work with investors, broker-dealers and the companies that

use our platforms’ services.

For instance, over the past year, there have been several attempts to modify the current regulatory

Some of those suggested reforms could make it easier for anyone to sell securities (without using our platform), or could increase

our regulatory burden, including requiring us to register as a broker-dealer or funding portal before we choose to do so.

Any such changes

would have a negative impact on our business.

We may be liable for misstatements made

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we have not analyzed foreign laws regarding the participation of non-U.S.

Some of the investment opportunities posted on

our platform are open to non-U.S.

We have not researched all the applicable foreign laws and regulations, and therefore we

have not set up our structure to be compliant with all those laws.

It is possible that we may be deemed in violation of those laws, which

could result in fines or penalties as well as reputational harm.

This may limit our ability in the future to assist companies in accessing

money from those investors, and compliance with those laws and regulation may limit our business operations and plans for future expansion.

Some of the investment

opportunities posted on our platform are open to non-U.S.

We have not researched all the applicable foreign laws and regulations,

and therefore we have not set up our structure to be compliant with all those laws.

It is possible that we may be deemed in violation

of those laws, which could result in fines or penalties as well as reputational harm.

This may limit our ability in the future to assist

companies in accessing money from those investors, and compliance with those laws and regulation may limit our business operations and

plans for future expansion.

The types of offerings that we expect to

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to hackers and cyber-attacks.

As an internet-based business, we may be vulnerable

to hackers who may access the data of the investors and the issuer companies that utilize our platform.

Further, any significant disruption

in service on our platform or in our computer systems could reduce the attractiveness of the platform and result in a loss of investors

and companies interested in using our platform.

Further, we rely on a third-party technology provider to provide some of our back-up technology

as well as act as our escrow agent.

Any disruptions of services or cyber-attacks either on our technology provider or on our company could

harm our reputation and materially negatively impact our financial condition and business.

As an internet-based business, we may be

vulnerable to hackers who may access the data of the investors and the issuer companies that utilize our platform.

Further, any significant

disruption in service on our platform or in our computer systems could reduce the attractiveness of the platform and result in a loss

of investors and companies interested in using our platform.

Further, we rely on a third-party technology provider to provide some of

our back-up technology as well as act as our escrow agent.

Any disruptions of services or cyber-attacks either on our technology provider

or on our company could harm our reputation and materially negatively impact our financial condition and business.

CrowdPay currently relies on one escrow

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risk factors herein) or for no reason it will have a material adverse effect on our Company.

Historically, substantially all of our revenue

has been generated from our eVance business, though we did begin generating revenue from our OmniSoft business during the second half

Historically, substantially all of our

revenue has been generated from our eVance business, though we did begin generating revenue from our OmniSoft business during the

second half of 2019.

In addition, the launch of our Bitcoin mining business in 2021 began to generate revenue in 2021 and 2022.

While we expect to

continue to build out our OmniSoft software business and to rely more heavily on individualized merchant services offerings and to generate

revenue and to transition away from such significant reliance on our eVance business, there is no guarantee that we will be able to do

Accordingly, if we are unable to maintain our eVance business it will have a material adverse effect on our company.

While we expect to continue to build out our OmniSoft software business and to rely more heavily on individualized merchant services

offerings and to generate revenue and to transition away from such significant reliance on our eVance business, there is no

guarantee that we will be able to do so.

Accordingly, if we are unable to maintain our eVance business it will have a material

adverse effect on our company.

Our ability to anticipate and respond to

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Failure to compete effectively against any of these competitive threats could adversely affect

our business, financial condition or results of operations.

In addition, some of our competitors are larger and have greater financial

resources than us, enabling them to maintain a wider range of product offerings, mount extensive promotional campaigns and be more aggressive

in offering products and services at lower rates, which may adversely affect our business, financial condition or results of operations.

our business, financial condition, results of operations or cash flows.

In addition, some of our competitors are larger and have greater

financial resources than us, enabling them to maintain a wider range of product offerings, mount extensive promotional campaigns and be

more aggressive in offering products and services at lower rates, which may adversely affect our business, financial condition, results

of operations or cash flows.

Potential changes in the competitive landscape,

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continue to change, including:

and significant changes in technology, resulting in new and innovative payment methods and programs, that could place us at a competitive

disadvantage and reduce the use of our products and services;

● competitors,

merchants, governments and other industry participants may develop products and services that compete with or replace our value-added

products and services, including products and services that enable card networks and banks to transact with consumers directly;

● participants

in the financial services and payment technology industries may merge, create joint ventures, or form other business combinations that

may strengthen their existing business services or create new payment services that compete with our services;

services and technologies that we develop may be impacted by industry-wide solutions and standards, including chip technology, tokenization,

Blockchain and other safety and security technologies.

rapid and significant changes in technology, resulting in new and innovative payment methods and programs, that could place us at a competitive disadvantage and reduce the use of our products and services;

competitors, merchants, governments and other industry participants may develop products and services that compete with or replace our value-added products and services, including products and services that enable card networks and banks to transact with consumers directly;

participants in the financial services and payment technology industries may merge, create joint ventures, or form other business combinations that may strengthen their existing business services or create new payment services that compete with our services;

new services and technologies that we develop may be impacted by industry-wide solutions and standards, including chip technology, tokenization, Blockchain and other safety and security technologies.

Failure to compete effectively against any of

these or other competitive threats could adversely affect our business, financial condition or results of operations.

these or other competitive threats could adversely affect our business, financial condition, results of operations or cash flows.

Global economic, political and other conditions

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These trends could include:

economies, foreign currency fluctuations and the pace of economic recovery can change consumer spending behaviors, such as cross-border

travel patterns, on which the majority of our revenue is dependent;

levels of consumer and business confidence typically associated with recessionary environments, and those markets experiencing relatively

high unemployment, may result in decreased spending by cardholders;

concerns in the United States and other countries around the world could affect the United States and other specific sovereign credit

ratings, impact consumer confidence and spending, and increase the risks of operating in those countries;

market economies tend to be more volatile than the more established markets we serve in North America and Europe, and adverse economic

trends may be more pronounced in those emerging markets where we conduct business;

institutions may restrict credit lines to cardholders or limit the issuance of new cards to mitigate cardholder credit concerns;

● uncertainty

and volatility in the performance of our merchants’ businesses may make estimates of our revenues and financial performance less

● cardholders

may decrease spending for value-added services we market and sell;

intervention, including the effect of laws, regulations and government investments in our merchants, may have potential negative effects

on our business and our relationships with our merchants or otherwise alter their strategic direction away from our products and services.

declining economies, foreign currency fluctuations and the pace of economic recovery can change consumer spending behaviors, such as cross-border travel patterns, on which the majority of our revenue is dependent;

low levels of consumer and business confidence typically associated with recessionary environments, and those markets experiencing relatively high unemployment, may result in decreased spending by cardholders;

budgetary concerns in the United States and other countries around the world could affect the United States and other specific sovereign credit ratings, impact consumer confidence and spending, and increase the risks of operating in those countries;

emerging market economies tend to be more volatile than the more established markets we serve in North America and Europe, and adverse economic trends may be more pronounced in those emerging markets where we conduct business;

financial institutions may restrict credit lines to cardholders or limit the issuance of new cards to mitigate cardholder credit concerns;

uncertainty and volatility in the performance of our merchants’ businesses may make estimates of our revenues and financial performance less predictable;

cardholders may decrease

spending for value-added services we market and sell;

government intervention, including the effect of laws, regulations and government investments in our merchants, may have potential negative effects on our business and our relationships with our merchants or otherwise alter their strategic direction away from our products and services.

We are subject to U.S.

governmental regulation and other legal

obligations, particularly related to privacy, data protection and information security, and consumer protection laws across different

markets where we conduct our business.

governmental regulation

and other legal obligations, particularly related to privacy, data protection and information security, and consumer protection laws across

different markets where we conduct our business.

Our actual or perceived failure to comply with such obligations could harm our business.

In the United States, we are subject to various

consumer protection laws (including laws on disputed transactions) and related regulations.

If we are found to have breached any consumer

protection laws or regulations in any such market, we may be subject to enforcement actions that require us to change our business practices

in a manner which may negatively impact revenue, as well as litigation, fines, penalties and adverse publicity that could cause our customers

to lose trust in us, which could have an adverse effect on our reputation and business in a manner that harms our financial position.

In the United States, we are subject to

various consumer protection laws (including laws on disputed transactions) and related regulations.

If we are found to have breached

any consumer protection laws or regulations in any such market, we may be subject to enforcement actions that require us to change

our business practices in a manner which may negatively impact revenue, as well as litigation, fines, penalties and adverse

publicity that could cause our customers to lose trust in us, which could have an adverse effect on our reputation and business in a

manner that harms our financial position.

We collect personally identifiable information

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and security breaches, could adversely affect our ability to service our merchant customers or otherwise conduct our business.

We could also be subject to liability for claims

relating to misuse of personal information, such as unauthorized marketing purposes and violation of data privacy laws.

We cannot provide

assurance that the contractual requirements related to security and privacy that we impose on our service providers who have access to

customer and consumer data will be followed or will be adequate to prevent the unauthorized use or disclosure of data.

In addition, we

have agreed in certain agreements to take certain protective measures to ensure the confidentiality of merchant and consumer data.

costs of systems and procedures associated with such protective measures may increase and could adversely affect our ability to compete

Any failure to adequately enforce or provide these protective measures could result in liability, protracted and costly litigation,

governmental and card network intervention and fines and, with respect to misuse of personal information of our merchants and consumers,

lost revenue and reputational harm.

We could also be subject to liability for

claims relating to misuse of personal information, such as unauthorized marketing purposes and violation of data privacy laws.

cannot provide assurance that the contractual requirements related to security and privacy that we impose on our service providers

who have access to customer and consumer data will be followed or will be adequate to prevent the unauthorized use or disclosure of

In addition, we have agreed in certain agreements to take certain protective measures to ensure the confidentiality of

merchant and consumer data.

The costs of systems and procedures associated with such protective measures may increase and could

adversely affect our ability to compete effectively.

Any failure to adequately enforce or provide these protective measures could

result in liability, protracted and costly litigation, governmental and card network intervention and fines and, with respect to

misuse of personal information of our merchants and consumers, lost revenue and reputational harm.

Any type of security breach, attack or misuse

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In addition, we rely on technologies supplied to us by third parties that may also contain undetected

errors, viruses or defects that could adversely affect our business, financial condition or results of operations.

Although we attempt

to limit our potential liability for warranty claims through disclaimers in our software documentation and limitation of liability provisions

in our licenses and other agreements with our merchants and partners, we cannot assure that these measures will be successful in limiting

our liability.

errors, viruses or defects that could adversely affect our business, financial condition, results of operations or cash flows.

we attempt to limit our potential liability for warranty claims through disclaimers in our software documentation and limitation of liability

provisions in our licenses and other agreements with our merchants and partners, we cannot assure that these measures will be successful

in limiting our liability.

Additionally, we and our merchants and partners are subject to card network rules.

If we do not comply with card network

requirements or standards, we may be subject fines or sanctions, including suspension or termination of our registrations and licenses

necessary to conduct business.

If we do not comply with

card network requirements or standards, we may be subject fines or sanctions, including suspension or termination of our registrations

and licenses necessary to conduct business.

Degradation of the quality of the products

and services we offer, including support services, could adversely impact our ability to attract and retain merchants and partners.

Our merchants and partners expect a consistent

level of quality in the provision of our products and services.

The support services we provide are a key element of the value proposition

to our merchants and partners.

If the reliability or functionality of our products and services is compromised or the quality of those

products or services is otherwise degraded, or if we fail to continue to provide a high level of support, we could lose existing merchants

and partners and find it harder to attract new merchants and partners.

If we are unable to scale our support functions to address the

growth of our merchant and partner network, the quality of our support may decrease, which could adversely affect our ability to attract

and retain merchants and partners.

Our merchants and partners expect a

consistent level of quality in the provision of our products and services.

The support services we provide are a key element of the

value proposition to our merchants and partners.

If the reliability or functionality of our products and services is compromised or

the quality of those products or services is otherwise degraded, or if we fail to continue to provide a high level of support, we

could lose existing merchants and partners and find it harder to attract new merchants and partners.

If we are unable to scale our

support functions to address the growth of our merchant and partner network, the quality of our support may decrease, which could

adversely affect our ability to attract and retain merchants and partners.

Continued consolidation in the banking industry

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from our financial institution referral partners could adversely affect our business.

Certain of our long-term referral arrangements

with our financial institution partners permit our bank partners to offer their merchant customers lower rates for processing services

than we typically provide to the general market.

If a bank partner elects to offer these lower rates, under our contract the partner is

required to reimburse us for the full amount of the discount provided to its merchant customers.

Notwithstanding such contractual commitments,

there can be no assurance that these contractual provisions will fully protect us from potential losses should a bank partner default

on its obligations to reimburse us or seek to discontinue such reimbursement obligations in the future.

If we are unable to collect the

full amount of any such reimbursements for any reason, we may incur losses.

In addition, any discount provided by our financial institution

partner may cause merchants in these markets to demand lower rates for our services in the future, which could further reduce our margins

or cause us to lose merchants, either of which could adversely affect our business, financial condition or results of operations.

Certain of our long-term referral

arrangements with our financial institution partners permit our bank partners to offer their merchant customers lower rates for

processing services than we typically provide to the general market.

If a bank partner elects to offer these lower rates, under our

contract the partner is required to reimburse us for the full amount of the discount provided to its merchant customers.

Notwithstanding such contractual commitments, there can be no assurance that these contractual provisions will fully protect us from

potential losses should a bank partner default on its obligations to reimburse us or seek to discontinue such reimbursement

obligations in the future.

If we are unable to collect the full amount of any such reimbursements for any reason, we may incur

In addition, any discount provided by our financial institution partner may cause merchants in these markets to demand lower

rates for our services in the future, which could further reduce our margins or cause us to lose merchants, either of which could

adversely affect our business, financial condition or results of operations.

Fraud by merchants or others could adversely

affect our business, financial condition or results of operations.

affect our business, financial condition, results of operations or cash flows.

We may be liable for certain fraudulent transactions

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in the future.

Increases in chargebacks or other liabilities could adversely affect our business, financial condition or results of operations.

Increases in chargebacks or other liabilities could adversely affect our business, financial condition, results of operations

or cash flows.

Because we rely on third-party vendors to

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qualified personnel is critical to our success and growth.

All of our businesses function at the intersection

of rapidly changing technological, social, economic and regulatory environments that require a wide range of expertise and intellectual

For us to successfully compete and grow, we must recruit, retain and develop personnel who can provide the necessary expertise

across a broad spectrum of intellectual capital needs.

In addition, we must develop, maintain and, as necessary, implement appropriate

succession plans to assure we have the necessary human resources capable of maintaining continuity in our business.

The market for qualified

personnel is competitive and we may not succeed in recruiting additional personnel or may fail to effectively replace current personnel

who depart with qualified or effective successors.

Our effort to retain and develop personnel may also result in significant additional

expenses, which could adversely affect our profitability.

We cannot assure that key personnel, including our executive officers, will

continue to be employed or that we will be able to attract and retain qualified personnel in the future.

Failure to recruit, retain or

develop qualified personnel could adversely affect our business, financial condition or results of operations.

All of our businesses function at the

intersection of rapidly changing technological, social, economic and regulatory environments that require a wide range of expertise

and intellectual capital.

For us to successfully compete and grow, we must recruit, retain and develop personnel who can provide the

necessary expertise across a broad spectrum of intellectual capital needs.

In addition, we must develop, maintain and, as necessary,

implement appropriate succession plans to assure we have the necessary human resources capable of maintaining continuity in our

The market for qualified personnel is competitive and we may not succeed in recruiting additional personnel or may fail to

effectively replace current personnel who depart with qualified or effective successors.

Our effort to retain and develop personnel

may also result in significant additional expenses, which could adversely affect our profitability.

We cannot assure that key

personnel, including our executive officers, will continue to be employed or that we will be able to attract and retain qualified

personnel in the future.

Failure to recruit, retain or develop qualified personnel could adversely affect our business, financial

condition or results of operations.

There may be a decline in the use of cards

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services to or through our merchants or partners, could adversely affect our business, financial condition or results of operations.

As such, we and our merchants are subject to card

network rules that could subject us or our merchants to a variety of fines or penalties that may be levied by card networks for certain

acts or omissions by us.

The rules of card networks are set by their boards, which may be influenced by card issuers, and some of those

issuers are our competitors with respect to these processing services.

Many banks directly or indirectly sell processing services to merchants

in direct competition with us.

These banks could attempt, by virtue of their influence on the networks, to alter the networks’ rules

or policies to the detriment of non-members including certain of our businesses.

The termination of our registrations or our status as

a service provider or a merchant processor, or any changes in network rules or standards, including interpretation and implementation

of the rules or standards, that increase the cost of doing business or limit our ability to provide transaction processing services to

our merchants, could adversely affect our business, financial condition or results of operations.

If a merchant or sales partner fails

to comply with the applicable requirements of card networks, it could be subject to a variety of fines or penalties that may be levied

by card networks.

If we cannot collect the amounts from the applicable merchant or sales partner, we may have to bear the cost of the

fines or penalties, resulting in lower earnings for us.

The termination of our registration, or any changes in card network rules that

would impair our registration, could require us to stop providing payment processing services relating to the affected card network, which

would adversely affect our ability to conduct our business.

As such, we and our merchants are subject to

card network rules that could subject us or our merchants to a variety of fines or penalties that may be levied by card networks for

certain acts or omissions by us.

The rules of card networks are set by their boards, which may be influenced by card issuers, and

some of those issuers are our competitors with respect to these processing services.

Many banks directly or indirectly sell

processing services to merchants in direct competition with us.

These banks could attempt, by virtue of their influence on the

networks, to alter the networks’ rules or policies to the detriment of non-members including certain of our businesses.

termination of our registrations or our status as a service provider or a merchant processor, or any changes in network rules or

standards, including interpretation and implementation of the rules or standards, that increase the cost of doing business or limit

our ability to provide transaction processing services to our merchants, could adversely affect our business, financial condition or

results of operations.

If a merchant or sales partner fails to comply with the applicable requirements of card networks, it could be

subject to a variety of fines or penalties that may be levied by card networks.

If we cannot collect the amounts from the applicable

merchant or sales partner, we may have to bear the cost of the fines or penalties, resulting in lower earnings for us.

termination of our registration, or any changes in card network rules that would impair our registration, could require us to stop

providing payment processing services relating to the affected card network, which would adversely affect our ability to conduct our

OMNISOFT.IO, INC.

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Our OmniSoft subsidiary principally generates

revenues through the sale of subscriptions to our platform and the sale of additional solutions to our merchants.

revenue through the sale of subscriptions to our platform and the sale of additional solutions to our merchants.

Our subscription plans

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our platform.

We may experience difficulties with software development

that could delay or prevent the development, introduction or implementation of new solutions and enhancements.

Software development involves

a significant amount of time for our research and development team, as it can take our developers months to update, code and test new

and upgraded solutions and integrate them into our platform.

We must also continually update, test and enhance our software platform.

For example, our design team spends a significant amount of time and resources incorporating various design enhancements, such as customized

colors, fonts, content and other features, into our platform.

The continual improvement and enhancement of our platform requires significant

investment and we may not have the resources to make such investment.

Our improvements and enhancements may not result in our ability

to recoup our investments in a timely manner, or at all.

To the extent we are not able to improve and enhance the functionality, performance,

reliability, design, security and scalability of our platform in a manner that responds to our merchants’ evolving needs, our business,

operating results and financial condition will be adversely affected.

We may experience difficulties with software

development that could delay or prevent the development, introduction or implementation of new solutions and enhancements.

development involves a significant amount of time for our research and development team, as it can take our developers months to

update, code and test new and upgraded solutions and integrate them into our platform.

We must also continually update, test and

enhance our software platform.

For example, our design team spends a significant amount of time and resources incorporating various

design enhancements, such as customized colors, fonts, content and other features, into our platform.

The continual improvement and

enhancement of our platform requires significant investment and we may not have the resources to make such investment.

improvements and enhancements may not result in our ability to recover our investments in a timely manner, or at all.

To the extent

we are not able to improve and enhance the functionality, performance, reliability, design, security and scalability of our platform

in a manner that responds to our merchants’ evolving needs, our business, operating results and financial condition will be

adversely affected.

We store personally identifiable information

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a disproportionately negative effect on our operating results.

Our growth depends in part on the success

of our strategic relationships with third parties.

We anticipate that the growth of our business

will continue to depend on third-party relationships, including relationships with our app developers, theme designers, referral sources,

resellers, payment processors and other partners.

In addition to growing our third-party partner ecosystem, we intend to pursue additional

relationships with other third-parties, such as technology and content providers and implementation consultants.

Identifying, negotiating

and documenting relationships with third parties requires significant time and resources as does integrating third-party content and technology.

Some of the third parties that sell our services have the direct contractual relationships with the merchants, and therefore we risk the

loss of such merchants if the third parties fail to perform their obligations.

Our agreements with providers of cloud hosting, technology,

content and consulting services are typically non-exclusive and do not prohibit such service providers from working with our competitors

or from offering competing services.

These third-party providers may choose to terminate their relationship with us or to make material

changes to their businesses, products or services.

Our competitors may be effective in providing incentives to third parties to favor

their products or services or to prevent or reduce subscriptions to our platform.

In addition, these providers may not perform as expected

under our agreements or under their agreements with our merchants, and we or our merchants may in the future have disagreements or disputes

with such providers.

If we lose access to products or services from a particular supplier, or experience a significant disruption in the

supply of products or services from a current supplier, especially a single-source supplier, it could have an adverse effect on our business

and operating results.

If we fail to maintain a consistently high

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and protecting their technology or intellectual property rights than we do.

Our use of “open source” software

could negatively affect our ability to sell our solutions and subject us to possible litigation.

Our use of “open source”

software could negatively affect our ability to sell our solutions and subject us to possible litigation.

Our solutions incorporate and are dependent to

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There is a risk that U.S.

states could assert

that we are liable for U.S.

state and local business activity taxes, which are levied upon income or gross receipts, or for the collection

assert that we are liable for U.S.

state and local business activity taxes, which are levied upon income or gross receipts, or for

the collection of U.S.

local sales and use taxes.

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federal income tax.

States are becoming

increasingly active in asserting nexus for business activity tax purposes and imposing sales and use taxes on products and services provided

over the internet.

States are becoming increasingly active in asserting nexus for business activity tax purposes and imposing sales and use taxes on

products and services provided over the internet.

We may be subject to U.S.

state and local business activity taxes if a state tax authority asserts that our activities

or the activities of our non-U.S.

state and local business activity taxes if a state tax

authority asserts that our activities or the activities of our non-U.S.

subsidiaries are sufficient to establish nexus.

We could also be liable for the collection of U.S.

and local sales and use taxes if a state tax authority asserts that distribution of our solutions over the internet is subject to sales

and use taxes.

Each state has different rules and regulations governing sales and use taxes, and these rules and regulations are subject

to varying interpretations that change over time.

We review these rules and regulations periodically and, when we believe we are subject

to sales and use taxes in a particular state, voluntarily engage state tax authorities in order to determine how to comply with their

rules and regulations.

If a state tax authority asserts that distribution of our solutions is subject to such sales and use taxes, the

additional cost may decrease the likelihood that such merchants would purchase our solutions or continue to renew their subscriptions.

also be liable for the collection of U.S.

state and local sales and use taxes if a state tax authority asserts that distribution of

our solutions over the internet is subject to sales and use taxes.

Each state has different rules and regulations governing sales

and use taxes, and these rules and regulations are subject to varying interpretations that change over time.

We review these rules

and regulations periodically and, when we believe we are subject to sales and use taxes in a particular state, voluntarily engage

state tax authorities in order to determine how to comply with their rules and regulations.

If a state tax authority asserts that

distribution of our solutions is subject to such sales and use taxes, the additional cost may decrease the likelihood that such

merchants would purchase our solutions or continue to renew their subscriptions.

A successful assertion by one or more states requiring

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We have an evolving business model.

Cryptocurrencies and blockchain technologies are

relatively new and highly speculative.

Bitcoin and blockchain technologies have limited history, and their risks cannot be fully known

at this time.

As Bitcoin assets and blockchain technologies become more widely available, we expect the services and products associated

with them to evolve.

In order to stay current with the industry, our business model may need to evolve as well.

to time, we may modify aspects of our business model relating to our product mix and service offerings.

We cannot offer any assurance

that these or any other modifications will be successful or will not result in harm to our business.

We may not be able to manage growth

effectively, which could damage our reputation, limit our growth and negatively affect our operating results.

Such circumstances

could have a material adverse effect on our ability to continue as a going concern or to pursue our new strategy at all, which could have

a material adverse effect on our business, prospects or operations.

As Bitcoin assets and blockchain technologies

become more widely available, we expect the services and products associated with them to evolve.

In order to stay current with the industry,

our business model may need to evolve as well.

From time to time, we may modify aspects of our business model relating to our Bitcoin

We cannot offer any assurance that any modifications will be successful or will not result in harm to our business.

be able to manage growth effectively, which could damage our reputation, limit our growth and negatively affect our operating results.

Such circumstances could have a material adverse effect on our ability to continue as a going concern or to pursue our new strategy at

all, which could have a material adverse effect on our business, prospects or operations.

We may not be able to compete with other

companies, some of which have greater resources and experience.

companies, some of whom have greater resources and experience.

We may not be able to compete successfully against

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We do not have the resources to compete with larger providers of similar services at this time.

The Bitcoin mining industry has attracted various high-profile and well-established operators, some of which have substantially greater

liquidity and financial resources than we do.

With the limited resources we have available, we may experience great difficulties

in building our network of computers and creating an exchange.

Competition from existing and future competitors could result in

our inability to secure acquisitions and partnerships that we may need to expand our business.

This competition from other entities

with greater resources, experience and reputations may result in our failure to maintain or expand our business, as we may never be able

to successfully execute our business plan.

mining industry has attracted various high-profile and well-established operators, some of which have substantially greater liquidity

and financial resources than we do.

With the limited resources we have available, we may experience great difficulties in building our

network of computers and creating an exchange.

Competition from existing and future competitors could result in our inability to secure

acquisitions and partnerships that we may need to expand our business.

This competition from other entities with greater resources, experience

and reputations may result in our failure to maintain or expand our business, as we may never be able to successfully execute our business

The Bitcoin network features a large and growing

number of miners competing for limited mining rewards.

This competition intensifies with each participant added to the network.

The competitive

environment is exacerbated by the fact that the Bitcoin protocol halves mining rewards approximately every four years, reducing the potential

earnings for miners and increasing the importance of operational efficiency.

This requires us to continuously invest in new mining equipment

to earn consistent Bitcoin mining rewards.

Limited transaction capacity and scaling

issues may impact mining results

Bitcoin’s “proof of work” validation

mechanism inherently limits the number of transactions that can be processed per second.

This limitation poses significant scaling challenges,

affecting the network’s ability to handle a high volume of transactions efficiently.

As part of mining rewards are related to transaction

fees, these issues may cause volatility in the rewards earned.

During periods of high-demand and low-capacity, earned fees may exceed

the block standard block reward.

Conversely, increased capacity may lead to lower transaction fees if demand is reduced.

Efforts to increase transaction capacity, such

as sharding and other scalability solutions, are ongoing.

However, their effectiveness, implementation timeline, and applicability to

Bitcoin remain uncertain.

These efforts may change the economics of Bitcoin mining, or potentially require new hardware or software to

As a participant in the digital asset ecosystem,

our business growth and development are closely tied to the widespread acceptance and scalability of digital assets, including Bitcoin.

The competitive dynamics in Bitcoin mining, including the limited transaction capacity and the continual halving of mining rewards, present

challenges that could impact our operational efficiency and profitability.

Efforts to scale digital asset transactions may lead to significant

changes in the competitive landscape of the digital asset market.

These changes could affect the value of Bitcoin and, by extension, the

valuation of the company.

However, there is no certainty that scalability

solutions will be universally effective for us or that they will not disadvantage certain participants.

Given these challenges, there

is a risk that our business, financial condition, and operating results could be materially adversely affected.

The value of our common

stock may also be impacted by these industry-wide issues.

The properties included in our mining network

may experience damages.

Our Bitcoin mining operation in Tennessee is,

Our current Bitcoin mining farm in Tennessee is,

and any future mining farms we establish will be, subject to a variety of risks relating to physical condition and operation, including:

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claims by employees and others for injuries sustained at our properties.

For example, a mine could be rendered

inoperable, temporarily or permanently, as a result of a fire or other natural disaster or by a terrorist or other attack on the

The security and other measures we take to protect against these risks may not be sufficient.

Additionally, our mines

could be materially adversely affected by a power outage or loss of access to the electrical grid or loss by the grid of

cost-effective sources of electrical power generating capacity.

Given the power requirement, it would not be feasible to run

miners on back-up power generators in the event of a power outage or damage to our primary generators.

Cryptocurrency exchanges and other trading

venues are relatively new and, in most cases, largely unregulated and may therefore be the subject of fraud and failures.

When cryptocurrency exchanges or other trading

venues are involved in fraud or experience security failures or other operational issues, such events could result in a reduction in cryptocurrency

For example, a mine could be rendered inoperable,

temporarily or permanently, as a result of a fire or other natural disaster or by a terrorist or other attack on the mine.

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

Additionally, our mines could be materially adversely

affected by a power outage or loss of access to the electrical grid or loss by the grid of cost-effective sources of electrical power

generating capacity.

Given the power requirement, it would not be feasible to run miners on back-up power generators in the event of a

power outage or damage to our primary generators.

We have recently adopted a digital asset

treasury strategy with a focus on Bitcoin, and we may be unable to successfully implement this new strategy.

We have recently adopted our Treasury Policy primarily

dedicated to Bitcoin, including potential investments in Bitcoin.

There is no assurance that we will be able to successfully implement

this new strategy or operate Bitcoin-related activities at the scale or profitability currently anticipated.

This strategic shift requires

specialized employee skillsets and operational, technical and compliance infrastructure to support Bitcoin.

This also requires that we

implement different security protocols, and treasury management practices.

Further, there is ongoing scrutiny and limited formal guidance

from regulatory agencies, including Nasdaq and the SEC, with respect to the treatment of public company cryptocurrency strategies.

is no assurance that we will be able to execute this strategy by building out the needed infrastructure within the timeframe that we currently

Errors by key management could result in significant loss of funds and reduced rewards.

As a result, our shift towards a Bitcoin

digital asset treasury strategy could have a material adverse effect on our business and financial condition.

In addition, the Bitcoin ecosystem rapidly evolves,

with frequent upgrades and protocol changes that may require significant adjustments to our operational setup.

The upgrades and protocol

changes may require that we incur unanticipated costs and could cause temporary service disruptions.

We may also need to employ third-party

service providers in our operations, which may introduce risks outside of our control, including significant cybersecurity risks.

of these operational risks could materially and adversely affect our ability to execute our Bitcoin digital asset treasury strategy, prevent

us from realizing positive returns and severely hurt our financial condition.

If we are unable to successfully maintain

our power arrangements on acceptable terms or at all or if we must otherwise relocate to replacement sites, our operations may be disrupted,

and our business results may suffer.

As part of our initial buildout phase, we set

up and began operations across four cities in the United States, with three in Pennsylvania and one in Tennessee.

After consolidating

our operations, we currently operate out of one location in Selmer, Tennessee.

We entered into definitive power arrangements with Pickwick

Electric Cooperative, the utility company in Tennessee, which is intended to cover sites for our data centers that we may utilize in the

If we are forced to locate alternative sites because

of unacceptable power arrangements, we may not be successful in identifying adequate replacement sites to house our miners.

identify such sites, we may not be successful in leasing the necessary facilities at rates that are economically viable to support our

mining activities.

Even if we successfully secure the sites for our data centers, in the future, we may not be able to renew those on

acceptable terms, in which case we would need to relocate our established mining operations.

Relocating any mining operation may force

us to incur the costs to transition to a new facility including, but not limited to, transportation expenses and insurance, downtime while

we are unable to mine, legal fees to negotiate the new lease, de-installation at our current facility and, ultimately, installation at

any new facility we identify.

These costs may be substantial, and we cannot guarantee that we will be successful in transitioning our

miners to a new facility.

Such circumstances could have a material adverse effect on our business, prospects, financial condition, and

operating results.

We depend on third parties to provide us

with certain critical equipment and rely on components and raw materials that may be subject to price fluctuations or shortages, including

ASIC chips that have been subject to an ongoing significant shortage.

In order to build and sustain our operations we

will depend on third parties to provide us with ASIC mining equipment, which may be subject to price fluctuations or shortages.

the ASIC chip is the key component of a mining machine as it determines the efficiency of the device.

The production of ASIC chips typically

requires highly sophisticated silicon wafers, which currently only a small number of fabrication facilities, or wafer foundries, in the

world are capable of producing.

We believe that the current microchip and semiconductor shortage that the entire industry is experiencing

leads to price fluctuations and disruption in the supply of key miner components.

Specifically, the ASIC chips have been subject to a

significant price increases and shortages.

Our ability to source ASIC mining equipment and

other critical components in a timely matter and at an acceptable price and quality level is critical to our operational buildout timeline

and the development under our current business model.

See “Business—Bitcoin Mining Technology”.

We will be exposed to

the risk of disruptions or other failures in the overall global supply chain for Bitcoin mining hardware.

This is particularly relevant

to the ASIC mining equipment production since there are only a small number of fabrication facilities capable of such production, which

increases our risk exposure to manufacturing disruptions or other supply chain failures.

There is also a risk that a manufacturer or seller

of ASIC computers or other necessary mining equipment may adjust the prices according to Bitcoin, other Bitcoin prices or otherwise, so

the cost of new machines could become unpredictable and extremely high.

As a result, at times, we may be forced to obtain miners and other

hardware at premium prices, to the extent they are even available.

Such events could have a material adverse effect on our business, prospects,

financial condition, and operating results.

We may not be able to successfully implement

or consummate our planned digital asset investment strategy.

As of the date of this prospectus, we have not

executed any material investments beyond Bitcoin mining, and there is a real possibility that the proposed strategy may never be implemented

if risk factors prove prohibitive or regulatory standards cannot be met.

The Company continues only to evaluate potential asset classes,

investment parameters, and risk management practices under the highest scrutiny, with absolute priority placed on security, custody, and

regulatory adherence.

There can be no assurance that we will proceed with or benefit from any digital asset investments.

We are exposed to risk of nonperformance

by counterparties, including our counterparties under our power arrangements.

We are exposed to risk of nonperformance by counterparties,

whether contractual or otherwise.

Risk of nonperformance includes inability or refusal of a counterparty to perform because of a counterparty’s

financial condition and liquidity or for any other reason.

For example, our counterparties under our power arrangements may be unable

to deliver the required amount of power at the required time for a variety of technical or economic reasons.

Furthermore, there is a risk

that during a period of power price fluctuations or prolonged or sharp power price increases on the market, our counterparties may find

it economically preferable to refuse to supply power to us, despite the contractual arrangements.

Any significant nonperformance by counterparties,

could have a material adverse effect on our business, prospects, financial condition, and operating results.

Additionally, our mining operations could be materially

adversely affected by power outages and similar disruptions.

Given the power requirements for our mining equipment, it would not be feasible

to run this equipment on back-up power generators in the event of a government restriction on electricity or a power outage.

of our power arrangements, our power supply could be automatically reduced or curtailed by the market regulators or grid operators in

cases of certain system disruptions or emergencies.

If we are unable to receive adequate power supply and are forced to reduce or shut

down our operations due to the availability or cost of electrical power, it would have a material adverse effect on our business, prospects,

financial condition, and operating results.

Bitcoin mining activities are energy-intensive,

which may restrict the geographic locations of miners and have a negative environmental impact.

Government regulators may potentially

restrict the ability of electricity suppliers to provide electricity to mining operations, such as ours, or even fully or partially ban

mining operations.

Mining Bitcoin requires massive amounts of electrical

power, and electricity costs are expected to account for a significant portion of our overall costs.

The availability and cost of electricity

will restrict the geographic locations of our mining activities.

Any shortage of electricity supply or increase in electricity costs in

any location where we plan to operate may negatively impact the viability and the expected economic return for Bitcoin mining activities

in that location.

Further, our business model can only be successful

and our mining operations can only be profitable if the costs, including electrical power costs, associated with Bitcoin mining are lower

than the price of Bitcoin itself.

As a result, any mining operation we establish can only be successful if we can obtain sufficient electrical

power for that site on a cost-effective basis, and our establishment of new mining data centers requires us to find sites where that is

Even if our electrical power costs do not increase, significant fluctuations in, and any prolonged periods of, low Bitcoin prices

may also cause our electrical supply to no longer be cost-effective.

In addition, there may be significant competition

for suitable Bitcoin mining sites.

Government regulators, including local permitting officials, may also potentially restrict our ability

to set up Bitcoin mining operations in certain locations.

They can also restrict the ability of electricity suppliers to provide electricity

to mining operations in times of electricity shortage, or may otherwise potentially restrict or prohibit the provision of electricity

to mining operations.

As Bitcoin mining becomes more widespread, government

scrutiny related to restrictions on Bitcoin mining facilities and their energy consumption significantly increases.

The considerable consumption

of electricity by mining operators may also have a negative environmental impact, including contribution to climate change, which could

set the public opinion against allowing the use of electricity for Bitcoin mining activities or create a negative consumer sentiment and

perception of Bitcoin, specifically, or Bitcoin generally.

This, in turn, could lead to governmental measures restricting or prohibiting

Bitcoin mining or the use of electricity for Bitcoin mining activities.

Any such development in the jurisdictions where we plan to operate

could increase our compliance burdens and have a material adverse effect on our business, prospects, financial condition, and operating

Government regulators in other countries may also ban or substantially limit their local Bitcoin mining activities, which could

have a material effect on our supply chains for mining equipment or services and the price of Bitcoin.

Bitcoin exchanges and other trading venues

are relatively new and, in most cases, largely unregulated and may therefore be subject to fraud and failures.

When Bitcoin exchanges or other trading venues

are involved in fraud or experience security failures or other operational issues, such events could result in a reduction in Bitcoin

prices or confidence and impact our success and have a material adverse effect on our ability to continue as a going concern or to pursue

this segment at all, which would have a material adverse effect on our business, prospects and operations.

Cryptocurrency market prices depend, directly

or indirectly, on the prices set on exchanges and other trading venues, which are new and, in most cases, largely unregulated as compared

to established, regulated exchanges for securities, commodities or currencies.

For example, during the past several years, a number of

Bitcoin exchanges have closed due to fraud, business failure or security breaches.

In many of these instances, the customers of the closed

exchanges were not compensated or made whole for partial or complete losses of their account balances.

While smaller exchanges are less

likely to have the infrastructure and capitalization that may provide larger exchanges with some stability, larger exchanges may be more

likely to be appealing targets for hackers and “malware” (i.e., software used or programmed by attackers to disrupt computer

operation, gather sensitive information or gain access to private computer systems) and may be more likely to be targets of regulatory

enforcement action.

We do not maintain any insurance to protect from such risks, and do not expect any insurance for customer accounts

to be available (such as federal deposit insurance) at any time in the future, putting customer accounts at risk if any such events occur.

In the event we experience fraud, security failures, operational issues or similar events such factors would have a material adverse effect

on our ability to continue as a going concern or to pursue this segment at all, which would have a material adverse effect on our business,

prospects and operations.

Bitcoin market prices depend, directly or indirectly,

on the prices set on exchanges and other trading venues, which are new and, in most cases, largely unregulated as compared to established,

regulated exchanges for securities, commodities or currencies.

For example, during the past three years, a number of Bitcoin exchanges

have closed due to fraud, business failure or security breaches.

In many of these instances, the customers of the closed exchanges were

not compensated or made whole for partial or complete losses of their account balances.

While smaller exchanges are less likely to have

the infrastructure and capitalization that may provide larger exchanges with some stability, larger exchanges may be more likely to be

appealing targets for hackers and “malware” (i.e., software used or programmed by attackers to disrupt computer operation,

gather sensitive information or gain access to private computer systems) and may be more likely to be targets of regulatory enforcement

We do not maintain any insurance to protect from such risks, and do not expect any insurance for customer accounts to be available

(such as federal deposit insurance) at any time in the future, putting customer accounts at risk from such events.

In the event we face

fraud, security failures, operational issues or similar events, such factors would have a material adverse effect on our ability to continue

as a going concern or to pursue this segment at all, which would have a material adverse effect on our business, prospects and operations.

The concentration of our holdings in Bitcoin

could enhance the risks inherent in our Bitcoin treasury strategy.

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 treasury strategy.

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.

The availability of spot ETPs for Bitcoin

and other digital assets may adversely affect the market price of our listed securities.

Although 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.

On January 10, 2024, the SEC approved the listing

and trading of spot Bitcoin and exchange traded products (ETPs), the shares of which can be sold in public offerings and are traded on

national securities exchanges.

To the extent investors view our Common Stock as providing exposure to Bitcoin, it is possible that

the value of our Common Stock may be influenced by the trading activity and performance of these spot Bitcoin ETPs.

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 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 Class A Ordinary Shares

relative to the value of our Bitcoin.

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 securities.

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

As 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.

Our business may be significantly impacted

by reputational risks and may impact how our business is perceived by customers, counterparties, and regulators.

Reputational risks represent a significant concern

in our industry, particularly due to the volatile and evolving nature of the Bitcoin markets.

Our business faces potential reputational

harm from several industry wide factors, including perceived regulatory non-compliance, catastrophic market volatile events, industry

association with fraudulent or illegal activities.

Such incidents can lead to a loss of trust among our customers, investors, and partners,

adversely affecting our business.

In addition, negative public perception, fueled

by media coverage or social media discourse, can impact investor confidence and our company’s market valuation.

For example, incorrect

or misleading statements about the power consumption of the Bitcoin network may damage the Company’s perception as being energy

Regulatory bodies may also view our operations

with increased skepticism in the wake of certain events, potentially leading to stricter scrutiny and additional compliance requirements.

Furthermore, as a company operating in a nascent and often misunderstood sector, any perceived ethical missteps or failures in corporate

governance can be magnified, causing long-term damage to our brand and standing in the industry.

Effectively managing these reputational risks

is critical to maintaining our market position and ensuring sustainable growth.

Failure to address or mitigate these risks adequately

could have a material adverse effect on our business, financial condition, and operational results.

Regulatory changes or actions may alter

the nature of an investment in us or restrict the use of cryptocurrencies in a manner that adversely affects our business, prospects or

As cryptocurrencies have grown in both popularity

and market size, governments around the world have reacted differently to cryptocurrencies, with certain governments deeming them illegal

while others have allowed their use and trade.

the nature of an investment in us or restrict the use of Bitcoin in a manner that adversely affects our business, prospects or operations.

As Bitcoin have grown in both popularity and market

size, governments around the world have reacted differently to Bitcoin with certain governments deeming them illegal while others have

allowed their use and trade.

Governments may in the future curtail or outlaw

the mining, acquisition, use, trading or redemption of cryptocurrencies.

Ownership of, holding or trading in cryptocurrencies may then

be considered illegal and subject to sanction.

Governments may also take regulatory action that may increase the cost and/or subject Bitcoin

mining companies to additional regulation.

The effect of any future regulatory change on our business or any Bitcoin mining operation

that may impact our business is impossible to predict, but such change could be substantial and may have a material adverse effect on

our business, prospects and operations.

The development and acceptance of cryptographic

and algorithmic protocols governing the issuance of and transactions in cryptocurrencies is subject to a variety of factors that are difficult

The use of cryptocurrencies 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.

Cryptocurrencies are not recognized as legal tender by any

or foreign governmental authority, and they are not backed by the full faith and credit of, or endorsed by, any government.

of cryptocurrency in respect of any specific transaction is based on the agreement of the parties thereto, and the value of such cryptocurrency

more broadly is based on the agreement of market participants.

Currently, a significant portion of cryptocurrency demand is generated

by speculators seeking to profit from short- or long-term price fluctuations.

It is doubtful that any given cryptocurrency has any intrinsic

The growth of this industry in general, and the

use of cryptocurrencies 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 and is unpredictable.

the acquisition, use or redemption of Bitcoin.

Ownership of, holding or trading in Bitcoin may then be considered illegal and subject

Governments may also take regulatory action that may increase the cost and/or subject Bitcoin companies to additional regulation.

The effect of any future regulatory change on our business or on Bitcoin that may impact our business is impossible to predict, but such

change could be substantial and would have a material adverse effect on our business, prospects and operations.

Governments may in the future take regulatory

actions that prohibit or severely restrict the right to acquire, own, hold, sell, use or trade Bitcoin or to exchange Bitcoin for fiat

Similar actions by governments or regulatory bodies could result in restriction of the acquisition, ownership, holding, selling,

use or trading in our securities.

Such a restriction could have a material adverse effect on our reputation and ability to continue as

a going concern or to pursue this segment at all, raise new capital which would have a material adverse effect on our business, prospects

or operations and harm investors in our securities.

Future regulatory actions and regulatory changes

related to our business or Bitcoin may impact our ability to continue to operate and such actions could affect our ability to continue

as a going concern or to pursue this segment at all, which would have a material adverse effect on our business, prospects or operations.

The development and acceptance of Bitcoin

and algorithmic protocols governing the issuance of and transactions in Bitcoin is subject to a variety of factors that are difficult

The use of Bitcoin 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 Bitcoin protocol.

The growth of this industry in general, and the use of Bitcoin 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

and is unpredictable.

The factors include, but are not limited to:

Continued worldwide growth in the adoption and use of cryptocurrencies;

Governmental and quasi-governmental regulation of cryptocurrencies and their use, or restrictions on or regulation of access to and operation of the network or similar cryptocurrency systems;

continued worldwide growth in the adoption and use of Bitcoin;

governmental and quasi-governmental regulation of Bitcoin and their use, or restrictions on or regulation of access to and operation of the network or similar Bitcoin mining systems;

changes in consumer demographics and public tastes and preferences;

Our ability to hire and retain employees or engage third-parties with experience in the cryptocurrency industry;

the maintenance and development of the open-source software protocol of the network;

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general economic conditions and the regulatory environment relating to digital assets;

Negative consumer sentiment and perception of Bitcoin specifically and cryptocurrencies generally.

If any of those events occur, it may have a material

adverse effect on our ability to pursue this business segment, which would have a material adverse effect on our business, prospects or

operations and potentially the value of any cryptocurrencies we hold or expect to acquire for our own account and harm investors in our

Banks and financial institutions may not

provide banking services, or may cut off services, to businesses that provide cryptocurrency-related services or that accept cryptocurrencies

as payment, including financial institutions of investors in our securities.

A number of companies that provide Bitcoin and/or

other cryptocurrency-related services have been unable to find banks or financial institutions that are willing to provide them with bank

accounts and other services.

Similarly, a number of companies and individuals or businesses associated with cryptocurrencies have had

and may continue to have their existing bank accounts closed or services discontinued with financial institutions.

We also may be unable

to obtain or maintain these services for our business.

The difficulty that many businesses that provide Bitcoin and/or other cryptocurrency-related

services have and may continue to have in finding banks and financial institutions willing to provide them services may be decreasing

the usefulness of cryptocurrencies as a payment system and harming public perception of cryptocurrencies and could decrease its usefulness

and harm its public perception in the future.

Similarly, the usefulness of cryptocurrencies as a payment system and the public perception

of cryptocurrencies could be damaged if banks or financial institutions were to close the accounts of businesses providing Bitcoin and/or

other cryptocurrency-related services.

This could occur as a result of compliance risk, cost, government regulation or public pressure.

The risk applies to securities firms, clearance and settlement firms, national stock and commodities exchanges, the over the counter market

and the Depository Trust Company, which, if any of such entities adopts or implements similar policies, rules or regulations, could result

in the inability of our investors to open or maintain stock or commodities accounts, including the ability to deposit, maintain or trade

our securities.

Such factors would have a material adverse effect on our ability to continue as a going concern or to pursue this segment

at all, which would have a material adverse effect on our business, prospects or operations and harm investors.

negative consumer sentiment and perception of Bitcoin specifically and cryptocurrency generally.

Such events would have a material adverse effect

on our ability to continue as a going concern or to pursue this segment at all, which would have a material adverse effect on our business,

prospects or operations and potentially the value of any Bitcoins we hold or expect to acquire for our own account and harm investors

in our securities.

The impact of geopolitical events on the

supply and demand for cryptocurrencies is uncertain.

Crises may motivate large-scale purchases of cryptocurrencies

which could increase the price of cryptocurrencies rapidly.

This may increase the likelihood of a subsequent price decrease as crisis-driven

purchasing behavior wanes, adversely affecting the value of any cryptocurrencies we hold or expect to acquire for our own account.

risks are similar to the risks of purchasing commodities in general uncertain times, such as the risk of purchasing, holding or selling

supply and demand for Bitcoin is uncertain.

Regional or global crises may motivate large-scale

purchases of Bitcoin which could increase the price of Bitcoin rapidly.

This may increase the likelihood of a subsequent price decrease

as crisis-driven purchasing behavior wanes, adversely affecting the value of any Bitcoin we hold or expect to acquire for our own account.

Such risks are similar to the risks of purchasing commodities in general uncertain times, such as the risk of purchasing, holding or

selling gold.

As an alternative to gold or fiat currencies that

are backed by central governments, cryptocurrencies, which are relatively new, are subject to supply and demand forces.

How such supply

and demand will be impacted by geopolitical events is uncertain but could be harmful to us and investors in our securities.

Nevertheless,

political or economic crises may motivate large-scale acquisitions or sales of cryptocurrencies either globally or locally.

would have a material adverse effect on our ability to continue as a going concern or to pursue this segment at all, which would have

a material adverse effect on our business, prospects or operations and potentially the value of any cryptocurrencies we hold or expect

to acquire for our own account.

Acceptance and/or widespread use of Bitcoin

are backed by central governments, Bitcoin, which are relatively new, are subject to supply and demand forces.

How such supply and demand

will be impacted by geopolitical events is uncertain but could be harmful to us and investors in our securities.

Nevertheless, political

or economic crises may motivate large-scale acquisitions or sales of Bitcoin either globally or locally.

Such events would have a material

adverse effect on our ability to continue as a going concern or to pursue this segment at all, which would have a material adverse effect

on our business, prospects or operations and potentially the value of any Bitcoin we hold or expect to acquire for our own account.

Acceptance and/or widespread use of Bitcoins

is uncertain.

Currently, there is a relatively small use of

Bitcoin and/or other cryptocurrencies in the retail and commercial marketplace for goods or services.

In comparison there is relatively

large use by speculators, which contributes to price volatility.

Bitcoin in the retail and commercial marketplace for goods or services.

In comparison there is relatively large use by speculators contributing

to price volatility.

The relative lack of acceptance of Bitcoin in

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Such lack of acceptance

or decline in acceptances would have a material adverse effect on our ability to pursue this business segment at all, which would have

a material adverse effect on our business, prospects or operations and potentially the value of any Bitcoin we hold or expect to acquire

for our own account.

Transactional fees may decrease demand for Bitcoin and prevent

or decline in acceptances would have a material adverse effect on our ability to continue as a going concern or to pursue this segment

at all, which would have a material adverse effect on our business, prospects or operations and potentially the value of any Bitcoin we

hold or expect to acquire for our own account.

Political or economic crises may motivate

large-scale sales of Bitcoins, which could result in a reduction in value and adversely affect us.

As an alternative to fiat currencies that are

backed by central governments, digital assets such as Bitcoin, which are relatively new, are subject to supply and demand forces based

upon the desirability of an alternative, decentralized means of buying and selling goods and services, and it is unclear how such supply

and demand will be impacted by geopolitical events.

Nevertheless, political or economic crises may motivate large-scale acquisitions or

sales of Bitcoin either globally or locally.

Large-scale sales of Bitcoin would result in a reduction in their value and could adversely

Such circumstances would have a material adverse effect on our ability to continue as a going concern or to pursue this segment

at all, which would have a material adverse effect on our business, prospects or operations and potentially the value of any Bitcoin we

hold or expect to acquire for our own account and harm investors.

Transactional fees may decrease demand for

Bitcoin and prevent expansion.

As the number of Bitcoin awarded for solving a

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the marketplace may be reluctant to accept Bitcoin as a means of payment and existing users may be motivated to switch from Bitcoin to

another cryptocurrency or to fiat currency.

Decreased use and demand for Bitcoin may adversely affect its value and result in a reduction

in the price of Bitcoin and the value of our securities.

Bitcoin inventory, including that maintained by or for us, may

be exposed to cybersecurity threats and hacks.

another Bitcoin or to fiat currency.

Decreased use and demand for Bitcoin may adversely affect its value and result in a reduction in

the price of Bitcoin and the value of our securities.

Bitcoin inventory, including that maintained

by or for us, may be exposed to cybersecurity threats and hacks.

As with any computer code generally, flaws in

Bitcoin codes may be exposed by malicious actors.

Bitcoin are held in software wallets, which may be subject to cyberattacks.

errors and defects have been found previously, including those that disabled some functionality for users and exposed users’ information.

Exploitations of flaws in the source code that allow malicious actors to take or create money have previously occurred.

If a malicious

actor or botnet (a volunteer or hacked collection of computers controlled by networked software coordinating the actions of the computers)

obtains control of more than 50% of the processing power on a distributed ledger network, such actor or botnet could manipulate the network

to adversely affect the associated cryptocurrency and its users.

If a malicious actor or botnet obtains a majority of the processing power

dedicated to mining of Bitcoin, it may be able to alter the distributed ledger network on which transactions of Bitcoin reside and rely

by constructing fraudulent blocks or preventing certain transactions from completing in a timely manner, or at all.

Despite our efforts and processes to prevent breaches,

our devices, as well as our servers, computer systems and those of third parties that we use in our operations, are vulnerable to cyber

security risks, including cyber-attacks such as viruses and worms, phishing attacks, denial-of-service attacks, physical or electronic

break-ins, employee theft or misuse, and similar disruptions from unauthorized tampering with our servers and computer systems or those

of third parties that we use in our operations.

Such events could have a material adverse effect on our ability to continue as a

going concern or to pursue our new strategy at all, which could have a material adverse effect on our business, prospects or operations

and potentially the value of any Bitcoin or other cryptocurrencies we mine or otherwise acquire or hold for our own account.

It may be illegal now, or in the future,

to acquire, own, hold, sell or use Bitcoin or other cryptocurrencies, participate in the blockchain or utilize similar digital assets

in one or more countries, the ruling of which would adversely affect us.

Although currently Bitcoin and other cryptocurrencies,

the blockchain and digital assets generally are not regulated or are lightly regulated in most countries, including the United States,

one or more countries may take regulatory actions in the future that could severely restrict the right to acquire, own, hold, sell or

use these digital assets or to exchange for fiat currency.

Such restrictions may adversely affect us.

Such circumstances would have a

material adverse effect on our ability to continue as a going concern or to pursue this segment at all, which would have a material adverse

effect on our business, prospects or operations and potentially the value of any cryptocurrencies we hold or expect to acquire for our

own account and harm investors.

If regulatory changes or interpretations

require the regulation of Bitcoin or other digital assets under the securities laws of the United States or elsewhere, including the Securities

Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Investment Company Act of 1940, as amended,

or similar laws of other jurisdictions and interpretations by the SEC, the Commodity Futures Trading Commission (“CFTC”),

the Internal Revenue Service (“IRS”), Department of Treasury or other agencies or authorities, we may be required to register

and comply with such regulations, including at a state or local level.

To the extent that we decide to continue operations, the required

registrations and regulatory compliance steps may result in extraordinary expense or burdens to us.

We may also decide to cease certain

Any disruption of our operations in response to the changed regulatory circumstances may be at a time that is disadvantageous

Current and future legislation and SEC and CFTC

rulemaking and other regulatory developments, including interpretations released by a regulatory authority, may impact the manner in which

Bitcoin or other cryptocurrencies are viewed or treated for classification and clearing purposes.

In particular, Bitcoin and other cryptocurrencies

may not be excluded from the definition of “security” by SEC rulemaking or interpretation requiring registration of all transactions,

unless another exemption is available, including transacting in Bitcoin amongst owners and require registration of trading platforms as

We cannot be certain as to how future regulatory developments will impact the treatment of Bitcoin and other

cryptocurrencies under the law.

If we determine not to comply with such additional regulatory and registration requirements, we may seek

to cease certain of our operations in this business segment or be subjected to fines, penalties and other governmental action.

action may adversely affect an investment in us.

Such circumstances would have a material adverse effect on our ability to continue as

a going concern or to pursue this segment at all, which would have a material adverse effect on our business, prospects or operations

and potentially the value of any cryptocurrencies we hold or expect to acquire for our own account and harm investors.

Lack of liquid markets, and possible manipulation

of blockchain/Bitcoin-based assets may adversely affect us.

Several errors and defects have been found previously, including those that disabled

some functionality for users and exposed users’ information.

Exploitations of flaws in the source code that allow malicious actors

to take or create money have previously occurred.

Despite our efforts and processes to prevent breaches, our devices, as well as our servers,

computer systems and those of third parties that we use in our operations, are vulnerable to cyber security risks, including cyber-attacks

such as viruses and worms, phishing attacks, denial-of-service attacks, physical or electronic break-ins, employee theft or misuse, and

similar disruptions from unauthorized tampering with our servers and computer systems or those of third parties that we use in our operations.

Such events could have a material adverse effect on our ability to continue as a going concern or to pursue our new strategy, which could

have a material adverse effect on our business, prospects or operations and potentially the value of any Bitcoin or other Bitcoin we mine

or otherwise acquire or hold for our own account.

Macro-market events or perception of the

Bitcoin industry in general could negatively impact our financial condition.

The Bitcoin market has experienced significant

volatility and disruptions, characterized by fluctuating prices, regulatory scrutiny, and varying public perception.

These market conditions

can potentially impact the reputation of firms operating in this space.

There may be a heightened sense of caution or skepticism among

customers, particularly retail investors, due to market instability.

This could affect their investment decisions and trust in Bitcoin-related

products and services.

Counterparties, including institutional investors and service providers, may exercise increased due diligence and

risk assessment when engaging with Bitcoin-focused businesses.

Regulatory bodies globally are paying closer attention to Bitcoin assets,

leading to a more stringent regulatory environment.

This increased oversight can affect the perception of our business, particularly in

terms of compliance and transparency.

The market conditions necessitate a robust risk

management framework to navigate the volatility and maintain operational stability.

We have enhanced our compliance and reporting mechanisms

to align with evolving regulatory expectations.

While the market disruptions have introduced challenges, our diversified portfolio and

adaptive business model have mitigated substantial negative impacts.

In anticipation of these risks, we prioritize

transparent communication with all stakeholders about market risks and our business practices, engage in educational initiatives to improve

public understanding of Bitcoin assets and their potential and proactively adapt to regulatory changes and work closely with regulators

to ensure compliance and build trust.

It may be illegal in the future, to acquire,

own, hold, sell or use Bitcoin, participate in the blockchain or utilize similar digital assets in one or more countries, the ruling of

which would adversely affect us.

Although currently Bitcoin, the blockchain and

digital assets generally are not regulated or are lightly regulated in most countries, including the United States, and the United States

may take regulatory actions in the future that could severely restrict the right to acquire, own, hold, sell or use these digital assets

or to exchange for fiat currency.

If the United States, federally, or individual states, take regulatory action to restrict the right

to mine, acquire, hold sell or use digital assets, our business would be impacted.

Such circumstances would have a material adverse effect

on our ability to continue as a going concern or to pursue this segment at all, which would have a material adverse effect on our business,

prospects or operations and potentially the value of any Bitcoin we hold or expect to acquire for our own account and could harm our investors.

Lack of liquid markets, possible manipulation

of blockchain/Bitcoin-based assets and lack of effectiveness of safeguards for our Bitcoin may adversely affect us.

Digital assets that are represented and trade

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platform’s controls and other policies.

The more lax a distributed ledger platform is about vetting issuers of digital assets or

users that transact on the platform, the higher the potential risk for fraud or the manipulation of digital assets.

These factors may

decrease liquidity or volume, or increase volatility of digital securities or other assets trading on a ledger-based system.

Such circumstances

may have a material adverse effect on our ability to continue as a going concern or to pursue this segment at all, which would have a

material adverse effect on our business, prospects or operations and potentially the value of any cryptocurrencies we hold or expect to

acquire for our own account and harm investors.

We have elected to use Coinbase – the largest US exchange by volume, and a publicly

listed company – to sell our Bitcoin in an attempt to combat these issues.

Coinbase maintains robust exchange controls, and operates

futures markets, custodial services, and is a partner in multiple Bitcoin ETFs.

We believe these elements significantly limit the ability

of market manipulation due to low-liquidity.

However, Coinbase does not have the same vetting of issuers as a national securities exchange,

which leads to a higher potential risk for fraud or manipulation of digital assets.

Such fraud or manipulation may decrease liquidity

or volume, or increase volatility of digital securities or other assets, which may adversely affect us.

Such circumstances would have

a material adverse effect our ability to sell Bitcoin at profitable prices, which would have a material adverse effect on our business,

prospects or operations and potentially the value of any Bitcoin we hold or expect to acquire for our own account and harm investors.

Additionally, other than relying on the security

protocols and safeguards provided to Coinbase and Fireblocks account holders, the Company has not implemented any additional safeguards

or policies to protect its Bitcoin other than limiting the personnel who have access to the accounts to our executive officers.

currently do not have our Bitcoin insured against theft, hacking or loss.

The risk of using digital wallets is that the possession of

the Company’s Bitcoin is reliant upon a third-party maintaining control of its security protocols to protect possession.

If Fireblocks

were to be infiltrated, all of the Bitcoin held with it could potentially be lost or inaccessible.

Further, if Coinbase were to be infiltrated

after the Company’s Bitcoin is transferred into its account, such Bitcoin could potentially be lost or inaccessible.

those events occur, it could result in a loss of our all or some of our Bitcoin, which would have a material adverse effect on our business

and financial condition as the sale of Bitcoin is our only source of revenue and the loss of such assets would mean the loss of our revenue.

If federal or state legislatures or agencies

initiate or release tax determinations that change the classification of Bitcoin as property for tax purposes (in the context of when

such Bitcoin are held as an investment), such determination could have a negative tax consequence on our Company or our stockholders.

such Bitcoin are held as an investment), such determination could have a negative tax consequence on our Company or our shareholders.

Current IRS guidance indicates that digital assets

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should be treated as barter transactions.

While such treatment would create a potential tax reporting requirement for any circumstance

where the ownership of Bitcoin passes from one person to another, usually by means of Bitcoin transactions (including off-blockchain transactions),

it preserves the right to apply capital gains treatment to those transactions.

Any change to such tax treatment may adversely affect an

investment in our Company.

While this treatment creates a potential tax reporting requirement for any circumstance where

the ownership of a Bitcoin passes from one person to another, usually by means of Bitcoin transactions (including off-blockchain transactions),

it preserves the right to apply capital gains treatment to those transactions which may adversely affect an investment in our Company.

Our dependence on third-party software and

personnel may leave us vulnerable to price fluctuations and rapidly changing technology.

Competitive conditions within the Bitcoin mining

industry require that we use sophisticated technology in the operation of our future Bitcoin mining business segment.

We plan to utilize

third-party software applications in our mining operations.

Further, some of our operations may be conducted through collaboration with

software providers.

The industry for blockchain technology is characterized by rapid technological changes, new product introductions,

enhancements and evolving industry standards.

New technologies, techniques or products could emerge that might offer better performance

than the software and other technologies we plan to utilize, and we may have to manage transitions to these new technologies to remain

We may not be successful, generally or relative to our competitors in the Bitcoin mining industry, 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 the system interruptions and failures discussed above.

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

Competitive conditions within the Bitcoin industry

require that we use sophisticated technology in the operation of our business.

The industry for blockchain technology is characterized

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

New technologies, techniques

or products could emerge that might offer better performance than the software and other technologies we currently utilize, and we may

have to manage transitions to these new technologies to remain competitive.

We may not be successful, generally or relative to our competitors

in the Bitcoin industry, 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 the system interruptions and failures discussed above.

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.

We rely on computer hardware, purchased

or leased, and software licensed from and services rendered by third parties in order to provide our solutions and run our business, sometimes

by a single-source supplier.

We rely on computer hardware, purchased or leased,

and software licensed from and services rendered by third-parties in order to provide our solutions and run our business, sometimes by

a single-source supplier.

The hardware used are Bitcoin mining computers and related peripherals specifically programmed to mine Bitcoin.

This hardware is purchased under standard contract terms, including purchase price, delivery date, and remediation for failures to meet

delivery timelines.

Third-party hardware may not continue to be available on commercially reasonable terms, or at all.

Any loss of the

right to use or any failures of third-party hardware could result in delays in our ability to provide our solutions or run our business

until equivalent hardware is developed by us or, if available, identified, obtained and integrated, which could be costly and time-consuming

and may not result in an equivalent solution, any of which could cause an adverse effect on our business and operating results.

this hardware is specialized, there are several primary vendors for this equipment, and numerous secondary retailers.

The primary software utilized by our business

is “pooled mining services”, wherein miners direct their hashrate to a shared service to earn more consistent, predictable

Bitcoin returns.

We currently have agreed to the general terms and conditions of service with Foundry Digital Mining’s pool services.

The pooled mining services are third-party software and services, and may not continue to be available on commercially reasonable terms,

Any loss of the right to use or any failures of software or services could result in delays in our ability to provide our solutions

or run our business until equivalent software or services are developed by us or, if available, identified, obtained and integrated, which

could be costly and time-consuming and may not result in an equivalent solution, any of which could cause an adverse effect on our business

and operating results.

In the event that no “pooled mining services” are available at all, we believe our business can operate

natively on the Bitcoin network without the use of such services.

However, this would cause significant delays in the discovery of new

blocks, and therefore payments, but result in a larger reward at the time of discovery.

The ultimate effect would be an increased volatility

in our earnings when viewed daily, but only a small disruption when viewed at an annual scale.

Risks Related to Our Capital Stock

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Financing transactions resulting in a large number of newly issued shares that become readily

tradable, or other events that cause current stockholders to sell shares, could place further downward pressure on the trading price of

In addition, the lack of a robust resale market may require a stockholder who desires to sell a large number of shares to sell

the shares in increments over time to mitigate any adverse impact of the sales on the market price of our stock.

tradable, or other events that cause current stockholders to sell shares, could place further downward pressure on the trading price

of our stock.

In addition, the lack of a robust resale market may require a stockholder who desires to sell a large number of shares

to sell the shares in increments over time to mitigate any adverse impact of the sales on the market price of our stock.

We could issue additional common stock,

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affect the market for our common stock.

As of April 1, 2025, there are 856,313 warrants

As of March 31, 2026, there are 596,405 warrants

to purchase shares of our common stock outstanding (with a weighted average exercise price of $62.43 and 20,000 outstanding options to

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market pursuant to Rule 144, promulgated under the Securities Act, subject to certain limitations.

In general, pursuant to Rule 144, after

satisfying a six month holding period:

(i) affiliated stockholders (or stockholders whose shares are aggregated) may, under certain circumstances,

sell within any three month period a number of securities which does not exceed the greater of 1% of the then outstanding shares of common

stock or the average weekly trading volume of the class during the four calendar weeks prior to such sale and (ii) non-affiliated stockholders

In general, pursuant to Rule 144,

after satisfying a six month holding period:

(i) affiliated stockholders (or stockholders whose shares are aggregated) may, under certain

circumstances, sell within any three month period a number of securities which does not exceed the greater of 1% of the then outstanding

shares of common stock or the average weekly trading volume of the class during the four calendar weeks prior to such sale and (ii) non-affiliated stockholders

may sell without such limitations, provided that we are current in our public reporting obligations.

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a large percentage of our voting stock, other stockholders’ voting power may be limited.

As of April 1, 2025, Ronny Yakov, our chief executive officer, owned

or controlled approximately 23.99% of our outstanding voting stock.

As of March 31, 2026, Ronny Yakov, our chief executive

officer, owned or controlled approximately 35% of our outstanding voting stock.

Accordingly, Mr.

Yakov has the ability to have a substantial

influence on matters submitted to our stockholders for approval, including the election and removal of directors and the approval of any

merger, consolidation or sale of all or substantially all of our assets.

Yakov has the ability to have a

substantial influence on matters submitted to our stockholders for approval, including the election and removal of directors and the approval

of any merger, consolidation or sale of all or substantially all of our assets.

As a result, our other stockholders may have little influence

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Further, he may make decisions that are adverse to our interests.

As an “emerging growth company”

under applicable law, we will be subject to lessened disclosure requirements, which could leave our stockholders without information or

rights available to stockholders of more mature companies.

For as long as we remain an “emerging growth

company”, we have elected 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:

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

taking advantage of an extension of time to comply with new or revised financial accounting standards;

reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements;

exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

We expect to take advantage of these reporting

exemptions until we are no longer an “emerging growth company.” Because of these lessened regulatory requirements, our stockholders

would be left without information or rights available to stockholders of more mature companies.

Because we have elected to use the extended

transition period for complying with new or revised accounting standards for an “emerging growth company” our financial statements

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

We have elected to use the extended transition

period for complying with new or revised accounting standards for an emerging growth company.

This election allows us to delay the adoption

of new or revised accounting standards that have different effective dates for public and private companies until those standards apply

to private companies.

As a result of this election, our financial statements may not be comparable to companies that comply with public

company effective dates, and thus investors may have difficulty evaluating or comparing our business, performance or prospects in comparison

to other public companies, which may have a negative impact on the value and liquidity of our common stock.

Anti-takeover provisions in our charter

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market can be established or sustained.

On May 16, 2023, we received written notice from

the Listing Qualifications Department of Nasdaq notifying us that, for a period of 30 consecutive business days, we failed to maintain

a minimum closing bid price of $1.00 as required for continued listing on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2).

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we had 180 calendar days, or until November 13, 2023, to regain compliance.

14, 2023, the Company received a letter (the “Extension Notice”) from Nasdaq notifying the Company that it had been granted

an additional 180-day period, or until May 13, 2024, to regain compliance with Nasdaq Listing Rule 5550(b)(1).

On March 20, 2024, the board of directors approved

a reverse stock split in the amount of 1 for 10 shares and recommended that the stockholders approve the reverse stock split in the same

amount at a meeting of the stockholders to be held on April 26, 2024.

The purpose of the reverse stock split is to have the shares of

common stock trade in excess of $1.00 per share so that the company will be in compliance with the NASDAQ minimum share price requirement.

There can be no assurance that the stock price, after the reverse stock split, if approved by the stockholders, will continue to trade

above $1.00 per share.

Furthermore, there can be no assurances that the stock price after the one for 10 reverse stock split will not

trade below the amount equal to 10 times these stock price per share on the date of the reverse stock split.

We incur substantial costs as a result of

being a public company and our management expects to devote substantial time to public company compliance programs.

As a public company, we incur significant legal,

insurance, accounting and other expenses, including costs associated with public company reporting.

We intend to invest resources to comply

with evolving laws, regulations and standards, and this investment will result in increased general and administrative expenses and may

divert management’s time and attention from product development and commercialization activities.

If our efforts to comply with

new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to

practice, regulatory authorities may initiate legal proceedings against us, and our business may be harmed.

These laws and regulations

could make it more difficult and costlier for us to obtain director and officer liability insurance for our directors and officers, and

we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage.

These factors could also make it

more difficult for us to attract and retain qualified executive officers and qualified members of our board of directors, particularly

to serve on our audit and compensation committees.

In addition, if we are unable to continue to meet the legal, regulatory and other requirements

related to being a public company, we may not be able to maintain the listing of our common stock on The NASDAQ Capital Market, which

would likely have a material adverse effect on the trading price of our common stock.

On January 29, 2026, The OLB Group, Inc.

“us” or “our”) received written notice from the Listing Qualifications Department of The NASDAQ Stock Market

LLC (“NASDAQ”) notifying us that, for a period of 30 consecutive business days, we failed to maintain a minimum closing bid

price of $1.00 as required for continued listing on the NASDAQ Capital Market pursuant to NASDAQ Listing Rule 5550(a)(2).

In accordance

with NASDAQ Listing Rule 5810(c)(3)(A), we have 180 calendar days, or until July 28, 2026, to regain compliance.

If, at any time during

the 180-day grace period, our closing bid price is $1.00 or more for a minimum of 10 consecutive business days, we will have regained

compliance and NASDAQ will provide us with written confirmation of such.

Securities analysts may not continue to

provide coverage of our common stock or may issue negative reports, which may have a negative impact on the market price of our common

Since completing our public offering of shares

of our common stock in August 2020, a limited number of securities analysts have been providing research coverage of our common stock.

If securities analysts do not continue to cover our common stock, the lack of research coverage may cause the market price of our common

stock to decline.

The trading market for our common stock may be affected in part by the research and reports that industry or financial

analysts publish about our business.

If one or more of the analysts who elect to cover us downgrade our stock, our stock price could decline

If one or more of these analysts cease coverage of us, we could lose visibility in the market, which in turn could cause our

stock price to decline.

In addition, under the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, and a global settlement among the

Securities and Exchange Commission, or the SEC, other regulatory agencies and a number of investment banks, which was reached in 2003,

many investment banking firms are required to contract with independent financial analysts for their stock research.

It may be difficult

for a company such as ours, with a smaller market capitalization, to attract independent financial analysts that will cover our common

This could have a negative effect on the market price of our stock.

A limited number of securities analysts have been providing research coverage of our

common stock.

If securities analysts do not continue to cover our common stock, the lack of research coverage may cause the market

price of our common stock to decline.

The trading market for our common stock may be affected in part by the research and reports

that industry or financial analysts publish about our business.

If one or more of the analysts who elect to cover us downgrade our

stock, our stock price could decline rapidly.

If one or more of these analysts cease coverage of us, we could lose visibility in the

market, which in turn could cause our stock price to decline.

In addition, under the Sarbanes-Oxley Act of 2002, or the

Sarbanes-Oxley Act, and a global settlement among the Securities and Exchange Commission, or the SEC, other regulatory agencies and

a number of investment banks, which was reached in 2003, many investment banking firms are required to contract with independent

financial analysts for their stock research.

It may be difficult for a company such as ours, with a smaller market capitalization,

to attract independent financial analysts that will cover our common stock.

This could have a negative effect on the market price of

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