COMPLETE PRINCIPAL STOCKHOLDERS TABLE
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of December 31, 2025 (Pre-Registration)
The following table sets forth information regarding beneficial ownership of our common stock as of December 31, 2025 by:
each person known by us to beneficially own more than 5% of our common stock;
each of our named executive officers and directors;
all other stockholders; and
all of our executive officers and directors as a group.
Class A common stock is entitled to one vote per share; Class B common stock is entitled to ten votes per share. Unless otherwise indicated, the persons listed below have sole voting and investment power with respect to the shares beneficially owned by them, subject to applicable community property laws.
Name and Address | Class A | Class B | Total | % of | % of Total |
of Beneficial Owner | Shares | Shares | Shares | Shares | Voting Power |
5% or Greater Stockholders: | |||||
Finanxai Foundation, LLC | 45,000,000 | 45,000,000 | 90,000,000 | 71.79% | 60.38% |
401 N 31st Street |
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Billings, MT 59101-1200 |
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Yanjie Yin | 0 | 6,237,500 | 6,237,500 | 4.98% | 7.61% |
Xiaodong Wei | 0 | 6,237,500 | 6,237,500 | 4.98% | 7.61% |
Named Executive Officers and Directors: | |||||
Peter Lin Fan | 0 | 5,000,000 | 5,000,000 | 3.99% | 6.10% |
Chief Executive Officer and Director |
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Greatspeed Fund Limited | 5,000,000 | 0 | 5,000,000 | 3.99% | 0.61% |
89 Nexus Way, Camana Bay |
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Grand Cayman, E9 KY1-9007 |
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Greatspeed Bitcoin Foundation | 3,762,500 | 0 | 3,762,500 | 3.00% | 0.46% |
Limited LLC |
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25 1st Ave SW, STE A |
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Watertown, SD 57201-3507 |
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Brett Allan | 0 | 2,500,000 | 2,500,000 | 1.99% | 3.05% |
President and Director |
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Tom Mackenzie | 0 | 1,250,000 | 1,250,000 | 1.00% | 1.52% |
Chief Financial Officer |
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John Westside | 0 | 1,250,000 | 1,250,000 | 1.00% | 1.52% |
Chief Technology Officer |
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Hock Wah Chew | 0 | 1,250,000 | 1,250,000 | 1.00% | 1.52% |
Ermei Liu | 0 | 925,000 | 925,000 | 0.74% | 1.13% |
Zhenxing Bai | 0 | 625,000 | 625,000 | 0.50% | 0.76% |
Zufa Wang | 0 | 300,000 | 300,000 | 0.24% | 0.37% |
Yaoting Wang | 0 | 150,000 | 150,000 | 0.12% | 0.18% |
Xue Li | 0 | 125,000 | 125,000 | 0.10% | 0.15% |
Tongyun Wang | 0 | 100,000 | 100,000 | 0.08% | 0.12% |
Ennian Yu | 0 | 100,000 | 100,000 | 0.08% | 0.12% |
Hongda Zhu | 0 | 50,000 | 50,000 | 0.04% | 0.06% |
Qiong Mi | 0 | 50,000 | 50,000 | 0.04% | 0.06% |
Yan Feng | 0 | 50,000 | 50,000 | 0.04% | 0.06% |
Deping Tan | 0 | 50,000 | 50,000 | 0.04% | 0.06% |
Qin Li | 0 | 50,000 | 50,000 | 0.04% | 0.06% |
Chunhua Sang | 0 | 50,000 | 50,000 | 0.04% | 0.06% |
Jianhua Pan | 0 | 50,000 | 50,000 | 0.04% | 0.06% |
Conghua Cheng | 0 | 50,000 | 50,000 | 0.04% | 0.06% |
Yanqiu Qi | 0 | 50,000 | 50,000 | 0.04% | 0.06% |
Qunying Wu | 0 | 50,000 | 50,000 | 0.04% | 0.06% |
Zhiwen Li | 0 | 50,000 | 50,000 | 0.04% | 0.06% |
Total Outstanding | 53,762,500 | 71,600,000 | 125,362,500 | 100.00% | 100.00% |
All executive officers and directors as a group (4 persons) | |||||
Total | 0 | 10,000,000 | 10,000,000 | 7.98% | 12.19% |
Detailed Notes:
1.Finanxai Foundation, LLC holds an aggregate of 90,000,000 shares consisting of 45,000,000 Class A shares and 45,000,000 Class B shares. This represents 71.79% of total outstanding shares and approximately 60.38% of total voting power. Finanxai Global Limited, incorporated May 9, 2025, owns 75% of Finanxai Foundation, LLC and therefore may be deemed to share indirect beneficial ownership of a portion of our common stock held by Finanxai Foundation, LLC. The principal business address is 401 N 31st Street, Billings, MT 59101-1200.
2.Greatspeed Fund Limited is located at 89 Nexus Way, Camana Bay, Grand Cayman, E9 KY1-9007. Greatspeed Fund Limited holds 5,000,000 Class A shares,
representing 3.99% of total outstanding shares and approximately 0.61% of total voting power.
3.Greatspeed Bitcoin Foundation Limited LLC is located at 25 1st Ave SW, STE A, Watertown, SD 57201-3507. Greatspeed Bitcoin Foundation Limited LLC holds 3,762,500 Class A shares, representing 3.00% of total outstanding shares and approximately 0.46% of total voting power.
4.Voting power percentage is calculated as: (Class A shares × 1 + Class B shares × 10) / Total votes. Total votes outstanding = (53,762,500 Class A shares × 1 vote per share) + (71,600,000 Class B shares × 10 votes per share) = 769,762,500 total votes.
5.Percentages of shares outstanding are based on 125,362,500 total shares outstanding as of December 31, 2025, consisting of 53,762,500 Class A shares and 71,600,000 Class B shares.
6.Percentages of voting power are based on 769,762,500 total votes outstanding as of December 31, 2025.
7.Unless otherwise indicated, the business address for each stockholder listed above is c/o 1 Finanx AI Technologies, Inc., 401 N 31st Street, Billings, MT 59101-1200.
8.Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and includes voting or investment power with respect to the securities. Shares of common stock subject to options or warrants currently exercisable or exercisable within 60 days of December 31, 2025, are deemed outstanding for computing the percentage ownership of the person holding such options or warrants, but are not deemed outstanding for computing the percentage ownership of any other person.
9.As of December 31, 2025, there were no options, warrants, or other convertible securities outstanding.
10.Percentages may not sum to 100% due to rounding.
Summary Statistics (As of December 31, 2025):
Metric | Value |
Total Class A shares outstanding | 53,762,500 |
Total Class B shares outstanding | 71,600,000 |
Total shares outstanding | 125,362,500 |
Total Class A votes | 53,762,500 |
Total Class B votes (10 votes per share) | 716,000,000 |
Total voting power | 769,762,500 |
Number of Class A stockholders of record | [X] |
Number of Class B stockholders of record | 24 |
Total stockholders of record | [X] |
Controlled Company Status:
Because Finanxai Foundation, LLC holds more than 50% of the total voting power of the Company (approximately 60.38%), we expect to be a "controlled company" within the meaning of the corporate governance standards of the NASDAQ Stock Market LLC. Under these rules, a company of which more than 50% of the voting power is held by an individual, group, or another company is a "controlled company" and may elect not to comply with certain corporate governance requirements, including:
The requirement to have a majority of independent directors on our board of directors
The requirement to have a compensation committee composed entirely of independent directors
The requirement to have a nominating and corporate governance committee composed entirely of independent directors
We may elect to rely on some or all of these exemptions. As a result, you may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the NASDAQ Stock Market.
Related-Party Relationships:
Several of the stockholders listed above have relationships with the Company beyond their equity ownership. See Item 7 (Certain Relationships and Related Transactions) for additional information regarding related-party transactions, including:
Equity capital contributions received during the fiscal year ended December 31, 2025
Digital asset transfers as part of establishing the Treasury Reserve Fund
Intercompany arrangements with Finanxai Global Limited and subsidiaries
Employment and compensation arrangements with executive officers
No Selling Stockholders:
There are no selling stockholders in connection with this registration statement. All shares being registered are being registered by 1 Finanx AI Technologies, Inc. for its own account. This is a registration of securities under Section 12(b) of the Securities Exchange Act of 1934 and does not constitute an offering of securities for sale.
END OF EXHIBIT 99.2
END OF FORM 10 REGISTRATION STATEMENT