As filed with the Securities and Exchange Commission on May 22, 2026

Registration No. 333-_______ 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

COOLBIT TECHNOLOGIES LIMITED

(Exact name of registrant as specified in its charter)

5020-4000

No. 3 Road

Richmond, BC V6X 0J8, Canada

Telephone: 1-604-837-9263

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Puglisi & Associates

850 Library Avenue, Suite 204

Newark, Delaware 19711

+1 302-738-6680

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933.

Emerging growth company        ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to completion, dated May 22, 2026

PRELIMINARY PROSPECTUS

COOLBIT TECHNOLOGIES

LIMITED

3,750,000 CLASS A ORDINARY SHARES by the Company

1,250,000 CLASS A ORDINARY SHARES by the Selling Shareholder

This is an initial public offering of our class A ordinary shares of par value at US$0.0000025 par value per share (“Class A Ordinary Shares”) of Coolbit Technologies Limited, a Cayman Islands company (“Coolbit,” “Company,” “we,” “our” or “us”). We and the Selling Shareholder (as defined herein) are offering, on a firm commitment engagement basis, 3,750,000 Class A Ordinary Shares and 1,250,000 Class A Ordinary Shares, respectively, to be sold in this offering pursuant to this prospectus. We will not receive any proceeds from the sale of the Class A Ordinary Shares to be sold by the Selling Shareholder. We anticipate that the initial public offering price of the Class A Ordinary Shares will be between US$4.00 and US$5.00 per Class A Ordinary Share.

We have granted the underwriters an option, exercisable from time to time in whole or in part, to purchase up to 562,500 additional Class A Ordinary Shares from us at the initial public offering price, less underwriting discounts and commissions, within 45 days from the date of this prospectus to cover over-allotments, if any.

Prior to this offering, there has been no public market for our shares. We have applied to list our Class A Ordinary Shares on the Nasdaq Capital Market under the symbol “CBAI.” This offering is contingent upon the listing of our Class A Ordinary Shares on the Nasdaq Capital Market or another national securities exchange. There can be no assurance that we will be successful in listing our Class A Ordinary Shares on the Nasdaq Capital Market or another national securities exchange.

Our Company is authorized to issue 3,700,000,000 Ordinary Shares, consisting of 3,600,000,000 Class A Ordinary Shares of par value US$0.0000025 each, and 100,000,000 Class B Ordinary Shares of par value US$0.00001 each (“Class B Ordinary Shares”). As of the date of this prospectus, we have 26,250,080 ordinary shares issued and outstanding, consisting of 16,250,000 Class A Ordinary Shares and 10,000,080 Class B Ordinary Shares. Each Class A Ordinary Share is entitled to one (1) vote, and each Class B Ordinary Share is entitled to ten (10) votes on any matter on which action of the shareholders of the Company is sought. Each Class B Ordinary Share is convertible into one Class A Ordinary Share at any time at the option of the holder thereof, but Class A Ordinary Shares are not convertible into Class B Ordinary Shares. Our Class B Ordinary Shares vote together with our Class A Ordinary Shares. Holders of Class B Ordinary Shares are not entitled to receive dividends or other distributions. Class A Ordinary Shares are the only class of ordinary shares being offered in this offering.

Coolbit is a holding company incorporated in the Cayman Islands with no material operations of its own. During the fiscal years ended March 31, 2025 and 2024, the Company’s Operating Subsidiary was located in Hong Kong. Effective January 1, 2026, the Company changed its operating subsidiary from Xcentz Limited, a Hong Kong subsidiary of the Company to Coolpad Technologies CA, Inc., a wholly-owned Canadian subsidiary of the Company and Coolpad Technologies, Inc., a wholly-owned Delaware corporation (“Operating Subsidiaries”).

Investors are cautioned that the Class A Ordinary Shares they are buying are shares of Coolbit, a Cayman Islands holding company, and not shares of the Operating Subsidiaries. Investors in this offering will not directly hold equity interests in the Operating Subsidiaries.

As you are investing in the Class A Ordinary Shares of our Company, you may never directly hold equity interests in the Operating Subsidiaries or any of our other subsidiaries.

Coolbit’s authorized and issued share capital is a dual-class structure consisting of Class A Ordinary Shares and Class B Ordinary Shares. Due to the disparate voting powers associated with our two classes of ordinary shares, upon completion of this offering, our controlling shareholder, Prime Palace Investment Limited (“Prime Palace”), a British Virgin Islands corporation that is controlled by Mr. Sze Wah Sam Cheung, a director of the Company, as the owner of 7,994,702 Class A Ordinary Shares and 8,117,712 Class B Ordinary Shares, will directly own 74.31% of the total aggregate voting power, assuming that the underwriters do not exercise their over-allotment option. Therefore, Mr. Sze Wah Sam Cheung, as the beneficial owner of an aggregate of 11,941,176 Class A Ordinary Shares and 8,117,712 Class B Ordinary Shares, will control matters subject to a vote by the Company’s shareholders, and the Company will be a “controlled company” as defined under Nasdaq Marketplace Rule 5615(c). As a “controlled company,” the Company is permitted to elect not to comply with certain corporate governance requirements. Although we currently do not intend to rely on the “controlled company” exemptions, we may elect to rely on these exemptions in the future. If we rely on these exemptions in the future, you will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements. See “Prospectus Summary — Implications of Being a Controlled Company” on page 8 of this prospectus.

We are an “Emerging Growth Company” and a “Foreign Private Issuer” under applicable U.S. federal securities laws and, as such, are eligible for reduced public company reporting requirements. Please see “Implications of Being an Emerging Growth Company” and “Implications of Being a Foreign Private Issuer” on page 9 of this prospectus, respectively, for more information.

Investing in our Class A Ordinary Shares involves significant risks. The risks could result in a material change in the value of the securities we are registering for sale including the risk of losing your entire investment. See “Risk Factors” beginning on page 12 to read about factors you should consider before buying our Class A Ordinary Shares.

No securities may be sold without delivery of this prospectus describing the method and terms of the offering of such securities.

If the underwriters exercise the over-allotment option in full, the total underwriting discount payable will be US$1,877,344, and the total proceeds to us, before expenses, will be US$25,031,250.

If we complete this offering, net proceeds will be delivered to us and the Selling Shareholder on the closing date.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is [●], 2026.

TABLE OF CONTENTS

Until [●], 2026 (the 25th day after the date of this prospectus), all dealers that effect transactions in these Class A Ordinary Shares, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as an underwriter and with respect to their unsold allotments or subscriptions.

ABOUT THIS PROSPECTUS

Neither the Company, the Selling Shareholder nor the underwriters have authorized anyone to provide you with any information or to make any representations other than as contained in this prospectus or in any related free writing prospectus. Neither the Company, the Selling Shareholder nor the underwriters take responsibility for, or provide any assurance about the reliability of, any information that others may give you. This prospectus is an offer to sell only the securities offered hereby, and only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities. Our business, financial condition, results of operations and prospects may have changed since that date.

For investors outside the United States: neither the Company , the Selling Shareholder nor the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction, other than the United States, where action for that purpose is required. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the Class A Ordinary Shares and the distribution of this prospectus outside the United States.

PRESENTATION OF FINANCIAL INFORMATION

Basis of Presentation

Unless otherwise indicated, all financial information contained in this prospectus is prepared and presented in accordance with International Financial Reporting Standards (“IFRS”).

Certain amounts, percentages and other figures included in this prospectus have been subject to rounding adjustments. Accordingly, amounts, percentages and other figures shown as totals in certain tables or charts may not be the arithmetic aggregation of those that precede them and amounts, and figures expressed as percentages in the text may not total 100% or, when aggregated, may not be the arithmetic aggregation of the percentages that precede them.

Financial Information in U.S. Dollars

Our reporting currency is the U.S. dollar. We have included the financial data of our subsidiaries in the Company’s financial statements as follows: (i) the functional currency of its former operating subsidiary during the fiscal years ended March 31, 2024, September 30, 2024, March 31, 2025 and September 30,2025 in Hong Kong was the Hong Kong dollar, the former operating subsidiary’s assets and liabilities are expressed in US dollars at the exchange rate on the balance sheet date, which is 0.1278, 0.1287, 0.1285 and 0.1285 as of March 31, 2024, September 30, 2024, March 31, 2025 and September 30,2025, respectively, shareholders’ equity accounts are translated at historical rates and income and expense items are translated at the average exchange rate during the period, which is 0.1278, 0.1281, 0.1283,and 0.1280 for the fiscal years ended March 31, 2024, September 30,2024, March 31, 2025 and September 30, 2025, respectively; and (ii) the functional currency of its subsidiary, Coolpad Technologies CA, is the Canadian dollar, Coolpad Technologies CA’s assets and liabilities are expressed in US dollars at the exchange rate on the balance sheet date, which is 0.7385, 0.7393, 0.6950 and 0.7184 as of March 31, 2024, September 30, 2024, March 31, 2025 and September 30, 2025, respectively, shareholders’ equity accounts are translated at historical rates and income and expense items were translated at the average exchange rate during the period, which is 0.7417, 0.7319, 0.7190 and 0.7244 for the fiscal years ended March 31, 2024, September 30, 2024, March 31, 2025 and September 30, 2025, respectively. The functional currency of the Company and each other subsidiary is the US dollar.

We make no representation that the Hong Kong dollar or Canadian dollar amounts referred to in this prospectus could have been or could be converted into U.S. dollars at any particular rate or at all.

MARKET AND INDUSTRY DATA

Certain market data and forecasts used throughout this prospectus were obtained from internal company surveys, market research, consultant surveys (i.e., the Frost and Sullivan Report, as defined under “Definitions”), reports of governmental and international agencies and industry publications and surveys. Industry publications and third-party research, surveys and reports generally indicate that their information has been obtained from sources believed to be reliable. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. Our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” in this prospectus.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that relate to our current expectations and views of future events. These forward-looking statements are contained principally in the sections entitled “Prospectus Summary,” “Risk Factors,” “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Industry Overview” and “Business.” These statements relate to events that involve known and unknown risks, uncertainties and other factors, including those listed under “Risk Factors,” which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In some cases, these forward-looking statements can be identified by words or phrases such as “believe,” “plan,” “expect,” “intend,” “should,” “seek,” “estimate,” “will,” “aim” and “anticipate,” or other similar expressions, but these are not the exclusive means of identifying such statements. All statements other than statements of historical fact included in this document, including those regarding future financial position and results, business strategy, plans and objectives of management for future operations (including development plans and dividends) and statements on future industry growth are forward-looking statements. In addition, we and our representatives may from time to time make other oral or written statements that are forward-looking statements, including in our periodic reports that we will file with the SEC, other information sent to our shareholders and other written materials.

These forward-looking statements are subject to risks, uncertainties and assumptions, some of which are beyond our control. In addition, these forward-looking statements reflect our current views with respect to future events and are not a guarantee of future performance. Actual outcomes may differ materially from the information contained in the forward-looking statements as a result of a number of factors, including, without limitation, the risk factors set forth in “Risk Factors” and in this section of the prospectus.

Important factors that could cause our actual results to differ materially from those in the forward-looking statements include, but are not limited to, regional, national or global political, economic, business, competitive, market and regulatory conditions and the following:

The forward-looking statements made in this prospectus relate only to events or information as of the date on which the statements are made in this prospectus. Except as required by law, we undertake no obligation to update nor revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement of which this prospectus is a part, completely and with the understanding that our actual future results or performance may be materially different from what we expect.

This prospectus contains certain data and information that we obtained from various research and other publications. Statistical data in these publications also include projections based on a number of assumptions. The market for Bitcoin may not grow at the rate projected by such market data, or at all. Failure of our industry to grow at the projected rate may have a material and adverse effect on our business and the market price of our Class A Ordinary Shares. Furthermore, if any one or more of the assumptions underlying the market data are later found to be incorrect, actual results may differ from the projections based on these assumptions. You should not place undue reliance on these forward-looking statements.

DEFINITIONS

“Amended and Restated Memorandum and Articles of Association” means the memorandum and articles of association of our Company adopted on October 17, 2023 as amended and restated on May 22, 2026, and as further supplemented, amended or otherwise modified from time to time, a copy of which is filed as Exhibit 3.1 to our registration statement filed with the SEC on May 22, 2026.

“ASIC” means Application-Specific Integrated Circuit, a custom-designed integrated circuit tailored for a specific application or function, rather than being a general-purpose processor, offering optimized performance and efficiency for that particular task.

“Bitcoin” means a system of global, decentralized, scarce, digital money in which a record of transactions, especially those made in a Cryptocurrency, is maintained across computers that are linked in a peer-to-peer network.

“Bitcoin network” means the collection of all nodes running the Bitcoin Protocol. This includes Miners that use computing power to maintain the ledger and add new Blocks to the Blockchain.

“Block” means a bundle of transactions analogous with digital pages in a ledger. Transactions are bundled into Blocks, which are then added to the ledger. Miners are rewarded for “Mining” a new Block.

“Blockchain” means a software program containing a cryptographically secure digital ledger that maintains a record of all transactions that occur on the network, that enables peer-to-peer transmission of transaction information, and that follows a consensus Protocol for confirming new Blocks to be added to the Blockchain.

“Business Day” means a day (other than a Saturday, Sunday or public holiday in the U.S.) on which licensed banks in the U.S. are generally open for normal business to the public.

“CAD” means Canadian dollar(s), the lawful currency of Canada.

“Companies Act” means the Companies Act (as revised) of the Cayman Islands, as amended, supplemented and/or otherwise modified from time to time.

“Controlling Shareholder” means for the purposes of our Company, Prime Palace, a British Virgin Islands company, and, indirectly, Mr. Sze Wah Sam Cheung, Prime Palace’s sole shareholder and the direct owner of 3,946,474 Class A Ordinary Shares.

“Coolbit Investment” means Coolbit Investment Holdings Limited (formerly known as Coolbit Mining Holdings Limited), a British Virgin Islands company incorporated on August 10, 2023, which is a wholly-owned subsidiary of our Company.

“Coolbit Mining Pte.” means Coolbit Mining Pte. Ltd., a Republic of Singapore company incorporated on October 25, 2023, which is a wholly-owned subsidiary of Coolbit Investment.

“Coolpad Investment” means Coolpad Investment Limited, a British Virgin Islands company incorporated on June 5, 2024, which is a holding company not conducting any business operations and, immediately prior to this offering, the owner of approximately 18.8% of the total issued and outstanding shares of the Company.

“Coolpad Technologies CA” means Coolpad Technologies CA, Inc., a Canadian company incorporated on April 26, 2019, which is a wholly-owned subsidiary of the Company.

“Coolpad Technologies US” means Coolpad Technologies Inc., a company incorporated under the laws of the State of Delaware on August 22, 2011, which is a wholly-owned subsidiary of the Company.

“Cryptocurrency” means a digital currency in which transactions are verified and records maintained by a decentralized system using cryptography, rather than by a centralized authority.

“Digital asset” means Bitcoin and alternative coins, or “altcoins,” launched after the success of Bitcoin. This category is designed to serve functions including as a medium of exchange, store of value, and/or to power applications.

“Difficulty” means, in the context of Bitcoin Mining, a measure of the relative complexity of the algorithmic solution required for a Miner to Mine a Block and receive the Bitcoin reward. An increase in network Hashrate will temporarily result in faster Block times as the Mining algorithm is solved quicker - and vice versa if the network Hashrate decreases. The Bitcoin network Protocol adjusts the network Difficulty every 2,016 Blocks (approximately every two weeks) to maintain a target Block time of 10 minutes.

“Distributed Ledger” means the technological infrastructure and Protocols that allow simultaneous access, validation and record updating across a networked database.

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended.

“EH/s means exahash per second. One EH/s equals one quintillion Hashes per second (1,000,000,000,000,000,000 h/s).

“Fiat currency” means a government issued currency that is not backed by a physical commodity, such as gold or silver, but rather by the government that issued it.

“Fiat liability” means a liability to be paid in Fiat currency.

“Fork” means a fundamental change to the software underlying a Blockchain, which may result in two different Blockchains, the original and the new version, each with their own token.

“Frost & Sullivan Report” means the report dated May 2024 prepared by Frost & Sullivan, a third-party global research organization, commissioned by the Company.

“Group” or “our Group” means Coolbit Technologies Limited and all of its subsidiaries as a group.

“Hash” means to compute a function that takes an input and then outputs an alphanumeric string known as the “Hash value.”

“Hashrate” means the speed at which a Miner can produce computations (Hashes) using the Bitcoin network’s algorithm, expressed in Hashes per second.

“HK$” or “HK dollar(s)” means Hong Kong dollar(s), the lawful currency of Hong Kong.

“IFRS” means the IFRS Accounting Standards as issued by the International Accounting Standards Board.

“Independent Third Party” means a person or company who or which is independent of and is not a 5% owner of, does not control and is not controlled by or under common control with any 5% owner and is not the spouse nor descendant (by birth or adoption) of any 5% owner of the Company.

“Magic Code” means Magic Code Inc., a Cayman Islands company incorporated on February 2, 2018, which is a wholly-owned subsidiary of the Company.

“Miner” or “Mining machine” means a computer or group of computers that competes to Mine Blocks. Bitcoin Miners that successfully Mine Blocks are rewarded with new Bitcoin as well as any transaction fees.

“Mining” or “Mine” means the process by which new Blocks are created, and thus new transactions are added to the Blockchain.

“Mining pool” means a platform for Miners to contribute their Hashrate in exchange for Digital assets, including Bitcoin, and in some cases regardless of whether the Mining pool effectively Mines any Block. Miners tend to join Mining pools to increase payout frequency, with Mining pools generally offering daily payouts, and to externalize to the Mining pool the risk of a Block taking longer than statistically expected from the network Difficulty. Mining pools offer these services in exchange for a fee.

“MW” means megawatts: one MW equals one million watts (1,000,000 W).

“Nasdaq Market” means an online global electronic marketplace for buying and selling securities, which operates 25 markets, 1 clearinghouse and 5 central securities depositories in the United States and Europe.

“Network Hash Rate” means the Hashrate of all Miners on a particular network.

“NFT” means non-fungible tokens, which are unique cryptographic tokens that cannot be copied.

“PH/s” means petahash per second. One PH/s equals one quadrillion Hashes per second (1,000,000,000,000,000 h/s).

“Prime Palace” means Prime Palace Investment Limited, a British Virgin Islands company, which is a holding company not conducting any business operations and 100% owned by Mr. Sze Wah Sam Cheung. Prime Palace is the record owner of approximately 56.9% of the issued and outstanding Class A Ordinary Shares and 81.2% of the issued and outstanding Class B Ordinary Shares, together representing approximately 77.78% of the total voting power of our Company prior to this offering.

“Proof-of-stake” means an alternative consensus Protocol, in which a “validator” typically may use their own Digital assets to validate transactions or Blocks. Validators may “stake” their Digital assets on whichever transactions they choose to validate. If a validator validates a Block (group of transactions) correctly, it will receive a reward. Typically, if a validator verifies an incorrect transaction, it may lose the Digital assets that it staked. Proof-of-stake generally requires a negligible amount of computing power compared to Proof-of-work.

“Proof-of-work” or “PoW” means a Protocol for establishing consensus across a system that ties Mining capability to computational power. Hashing a Block, which is in itself an easy computational process, now requires each Miner to solve for a certain Difficulty variable periodically adjusted by the Bitcoin network Protocol. In effect, the process of Hashing each Block becomes a competition and, as a result, the overall process of hashing requires time and computational effort.

“Protocol” means the software that governs how a Blockchain operates.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Selling Shareholder” means Prime Palace.

“SEC” means the United States Securities and Exchange Commission.

“TW” means terawatts: one TW equals one trillion watts (1,000,000,000,000 W)

“US$” or “US dollar(s)” means United States dollar(s), the lawful currency of the United States.

“USDT” means the stablecoin Cryptocurrency, also known as Tether, that is pegged to the US dollar, meaning its value is designed to be equivalent to one US dollar. It is utilized by traders and investors looking for a stable Cryptocurrency to minimize volatility when trading other Cryptocurrencies.

“VLAN” means a virtual local area network, which is a broadcast domain that is partitioned and isolated in a computer network at the data link layer thus behaving like a virtual switch or link that can share the same physical structure with other VLANs while staying logically separate from them.

“VPN” means a virtual private network that virtually extends a private network not in the public internet across one or multiple other networks which are either uncontrolled or need to be isolated.

“Web 3.0” means a future internet built on decentralized Blockchains, which are ledger systems currently used by Cryptocurrencies intending to give individuals more control over the web and incorporating concepts such as decentralization, Blockchain technologies and token-based economics.

RISK FACTORS

You should consider carefully the risks and uncertainties described below, together with all of the other information in this prospectus, including the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes, before deciding whether to purchase any of our securities. If any of the following risks actually occurs, our business, financial condition or results of operations would likely suffer. In such case, the trading price of our securities (including our common stock) could decline due to any of these risks, and you may lose all or part of your investment.

Risks Related to the Cryptocurrency Mining Industry and to our Business

We have a limited operating history, which makes an evaluation of our future prospects difficult.

We began operations in the Cryptocurrency business in the second half of 2023. Accordingly, we have a limited operating history, which makes an evaluation of our future prospects difficult. Our operating results will likely fluctuate moving forward as we focus on increasing our capacity and as the market price of Bitcoin fluctuates. We may be subject to many risks common to new and growing businesses, including cash shortages, limitations with respect to personnel, financial and other resources and lack of revenues. Additionally, we will continue to be exposed to numerous risks and volatility associated with the Bitcoin Mining and power generation sectors, including fluctuating Bitcoin to US dollar prices, the costs of Bitcoin Miners, the number of market participants Mining Bitcoin, the availability of other power generation facilities to expand operations and regulatory changes. There is no assurance that we will be successful in achieving a return on your investment or meeting other metrics of success.

Our future business plan requires incurring substantial expenses in the operation and expansion of our business and there can be no assurance that subsequent operational objectives will be achieved. Our success will ultimately depend on our ability to generate sufficient cash from our business to meet our objectives. To the extent that we do not generate sufficient cash flow and income to achieve our operational objectives, our financial performance and long-term viability may be materially and adversely affected. An investment in our securities must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development.

Our failure to timely file our U.S. and Canadian income tax returns and to pay our taxes may adversely affect our financial position, cash flows and reputation among securities or industry analysts.

The Company has experienced delays in the timely filing of its corporate income tax returns in both the United States and Canada. Late filing in either country may result in the imposition of interest charges, penalties and, although unlikely, other sanctions by tax authorities, and could lead to increased scrutiny or audits. The Company’s failure to timely file and to pay its income taxes may have a material adverse effect on the Company’s financial position, cash flows and reputation among securities or industry analysts. In addition, any unresolved tax matters may impact the Company’s ability to complete future financings, mergers, or acquisitions, or to maintain good standing with tax and other regulatory authorities. The Company is currently in the process of preparing its overdue income tax returns and management believes that the Company will have the financial ability to pay the amounts due, including interest and penalties, with the filings of those returns.

Any restrictions on our ability to convert Bitcoin to Fiat currency could negatively impact our liquidity and financial performance.

Our primary source of revenue is the Bitcoin we Mine. Our ability to fund our operations, pay our expenses and generate profits is dependent on our ability to convert this Bitcoin into Fiat currency. Governments, financial institutions and regulatory bodies may, in the future, implement laws or policies that restrict the ability to transfer Bitcoin or convert it into Fiat currency. Such restrictions could include bans on exchanges, new anti-money laundering regulations or limitations on the use of financial institutions to process Cryptocurrency-related transactions. Any such restrictions would severely limit our ability to monetize our Bitcoin, impacting our liquidity and cash flow. This would have a material adverse effect on our business, financial condition and results of operations.

Any volatility in the pricing of Bitcoin during our conversion of Bitcoin into Fiat Currency poses risks to our liquidity and financial performance.

Our liquidity is subject to risks from the volatility in the price of Bitcoin. Our business model is structured such that our revenue is generated in Bitcoin, while a majority of our operating expenses and capital expenditures are denominated in Fiat currencies, such as the U.S. dollar and Canadian dollar. This dynamic exposes us to a direct liquidity risk tied to the market price of Bitcoin. Key aspects of this risk include:

Our operating results may fluctuate due to the highly volatile nature of Cryptocurrencies in general and, specifically, Bitcoin.

We generate our revenue from the generation and sale of Bitcoin. The price of Bitcoin is highly speculative and is not based on the performance of an underlying business. Furthermore, the price of Bitcoin could be subject to additional influence from fraudulent or illegitimate actors, real or perceived scarcity and political, economic, regulatory, tax or other conditions. Changes in the legislative or regulatory environment, or actions by governments or regulators that impact the Cryptocurrency industry generally could affect the price of Bitcoin. These factors may inhibit consumer trust in and market acceptance of Bitcoin as a means of exchange, which could have a material adverse effect on our business, prospects or operations and potentially the value of any Bitcoin we earn through our Mining operations. Moreover, these factors could cause the value of Bitcoin to decline, and if the value of Bitcoin were to continue to be low or decline further, particularly if such decline were significant or over an extended period of time, our operating results would be adversely affected, and there could be a material adverse effect on our ability to continue as a going concern or to pursue our Bitcoin strategy at all, which could have a material adverse effect on our business, prospects or operations, and harm investors in our securities.

Due to the highly volatile nature of the Cryptocurrency markets and the prices of Cryptocurrency assets, our operating results may fluctuate significantly from quarter to quarter in accordance with market sentiments and movements in the broader Cryptocurrency ecosystem. Our operating results also may fluctuate as a result of a variety of factors, many of which are unpredictable and in certain instances are outside of our control, including:

As a result of these factors, it may be difficult for us to forecast growth trends accurately and our business and future prospects are difficult to evaluate, particularly in the short term. In view of the rapidly evolving nature of our business and the Bitcoin Mining ecosystem, period-to-period comparisons of our operating results may not be meaningful, and you should not rely upon them as an indication of future performance. Quarterly and annual expenses reflected in our financial statements may be significantly different from historical or projected rates, and our operating results in one or more future quarters may fall below the expectations of securities analysts and investors.

There is no assurance that Bitcoin will maintain its value or that there will be meaningful levels of trading activities to support markets in Bitcoin. A decline in the market value of Bitcoin or in the demand for trading Bitcoin could lead to a corresponding decline in the value of our Bitcoin.

Management has concluded that material uncertainties exist which may raise substantial doubt about the Company’s ability to continue as a going concern and the auditor of the Company has included an explanatory paragraph relating to the Company’s ability to continue as a going concern in its auditor’s report for the years ended March 31, 2025 and 2024.

Management has concluded that material uncertainties exist which may raise substantial doubt about the Company’s ability to continue as a going concern and the auditor of the Company has included an explanatory paragraph relating to the Company’s ability to continue as a going concern in its auditor’s report for the years ended March 31, 2025 and 2024. During the years ended March 31, 2025 and 2024, the Company generated $15,302,212 and $4,328,133, respectively, in revenues, profits of $1,724,493 and $336,190, respectively, and cash flows used in operating activities of $7,444,969 and $7,787,058, respectively. As at March 31, 2025, the Company had shareholders’ equity of $3,281,984. Accordingly, the Company had a working capital deficit and negative operating cash flows. The continued operations of the Company is dependent on the success of this offering, future profitable operations, management’s ability to manage costs and the future availability of equity or debt financing. The above events and conditions indicate a material uncertainty that may cast significant doubt about the ability of the Company to continue as a going concern and the auditor of the Company has included an explanatory paragraph relating to its ability to continue as a going concern in its auditor’s report for the years ended March 31, 2025 and 2024. The financial statements included elsewhere in this filing, have been prepared on the basis that the Company will operate as a going concern, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business. The financial statements do not include adjustments to amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue as a going concern. The financial statements of the Company do not include any adjustments that might result from the outcome of this uncertainty. In addition, the value of our Class A Ordinary Shares issued in this offering would be greatly impaired if we are unable to continue as a going concern. Our ability to continue as a going concern is dependent upon generating sufficient cash flow from operations and obtaining additional capital and financing, including funds to be raised in this offering. If our ability to generate cash flow from operations is reduced and we are unable to raise additional funding from other sources, we may be unable to continue in business even if this offering is successful.

If demand for transactions in Bitcoin declines or is replaced by demand for other Cryptocurrencies, our business, financial condition and results of operations could be adversely affected.

Our business is highly dependent on strong Bitcoin demand relative to other Cryptocurrencies in the market. As such, in addition to the factors impacting the broader crypto-economy, our business may be adversely affected, and growth in our revenues may slow or decline, if market demand for Bitcoin deteriorates and is supplanted by other Cryptocurrencies such as Ethereum and Solana. In addition, negative perceptions surrounding Bitcoin relative to other Cryptocurrencies may cause Bitcoin to fall out of favor. If other Cryptocurrencies, such as Ethereum and Solana, surpass Bitcoin in market demand over a sustained period of time, such a trend could harm our business. Also, competition from public and central bank backed digital currencies could undercut the need for other Cryptocurrencies such as Bitcoin. Additionally, stablecoins (commodity-backed or fiat-backed) could undercut demand for other Cryptocurrencies, including Bitcoin. All of these factors could cause the value of Bitcoin to decline, and if the value of Bitcoin were to continue to be low or decline further, particularly if such decline were significant or over an extended period of time, our operating results would be adversely affected, and there could be a material adverse effect on our ability to continue as a going concern or to pursue our Bitcoin strategy at all, which could have a material adverse effect on our business, prospects or operations, and harm investors in our securities.

Bitcoin currently holds a “first-to-market” advantage over other Digital assets and is currently the market leader, in terms of value and recognition, in the Digital assets market. This first-to-market advantage is driven in large part by having the largest user base and, more importantly, the largest combined Mining power in use to secure the Bitcoin network. Despite the current first-to-market advantage of the Bitcoin network over other Digital asset networks, the Digital asset market continues to grow rapidly as the value of existing Digital assets rises, new Digital assets enter the market and demand for Digital assets increases. Therefore, it is possible that another Digital asset could become comparatively more popular than Bitcoin in the future. As a result, the emergence of a Digital asset that erodes Bitcoin’s market share and value could have a material adverse effect on our business, financial condition and results of operations.

The utilization of Digital assets technologies is influenced by public acceptance and confidence in its integrity and potential application, and if public acceptance or confidence is lost for any reason, the use of that technology may become less attractive, with users instead utilizing alternative Digital assets. If preferences in the Digital assets markets shift away from Proof-of work networks such as Bitcoin, or the market otherwise adopts new Digital assets, this could result in a significant reduction in the value of Bitcoin, which could have a material adverse effect on our business, financial condition and results of operations, including the value of the Bitcoin that we Mine or otherwise acquire or hold for our own account.

It may take significant time and expenditure for us to grow our Bitcoin Mining operations and our efforts may not be successful.

Expansion of our existing Mining operations through placing new upgraded Miners into operation is subject to various factors beyond our control. There may be difficulties in integrating new equipment into existing infrastructure, constraints on our ability to connect to or procure the expected electricity supply capacity at our facilities, diversion of management resources, insufficient funding or other resource constraints. Actual costs may exceed our planned budget. All these challenges could delay or halt expansion and therefore negatively impact business performance.

Our expansion plan will require leasing, or otherwise acquiring, additional Miners, which will require significant capital. If we lack sufficient capital to put our expansion plans into effect, we may decide to seek equity capital or debt financing, which may not be available to us on acceptable terms, or at all.

We expect that we may need to find additional Mining sites. In doing that, we will take into account a number of important characteristics such as availability of renewable energy, electrical infrastructure and related costs, geographic location and the local regulatory environment. We may have difficulty finding sites that satisfy our requirements at a commercially viable price, or that satisfy our timing requirements associated with our expansion plans. Furthermore, there may be significant competition for suitable Cryptocurrency Mining sites, and government regulators, including local permitting officials, may potentially restrict our ability to set up Cryptocurrency Mining operations in certain locations.

Delays, cost overruns, changes in market circumstances, an inability to find suitable Mining facility locations as part of our expansion and other factors may adversely affect our operations, financial position and financial performance.

The Company’s reliance on third-party insurance with coverage limitations and uninsured Miners and Bitcoin holdings may not be sufficient to cover potential losses, which could materially and adversely affect our business and financial condition.

Insurance coverage for the Mining facilities that we use is provided by our hosted Mining facility operators. We currently do not have insurance coverage for our Miners or for our Bitcoin. Our reliance on third-party insurance and the limitations of available coverage, combined with uninsured Bitcoin holdings, may not be adequate to cover all potential losses and could materially and adversely affect our business and results of operations.

Our Mining operations are managed by third-party providers, including 10139882 Manitoba Ltd., Octagon Energy Limited and Octagon Power USA Inc., which maintain insurance policies covering their operations. For instance, 10139882 Manitoba Ltd. holds a Commercial General Liability policy (Policy No. I3-14652) with 13 Underwriting Services, providing CAD 5,000,000 in coverage per occurrence and in the aggregate for third-party bodily injury and property damage, effective from February 7, 2025 to February 7, 2026.

As part of our Mining operations, we contribute our Hashrate to third-party Bitcoin Mining pools, principally AntPool and F2Pool. We select our Mining pool operators based on an evaluation of various factors, including their operational track record, market share, reputation and perceived security protocols. Despite this diligence, our operations remain substantially dependent on the reliability, security and operational integrity of these third-party pool operators. While our assets are held by a Mining pool operator, we are exposed to counterparty risks, including risks related to the operator’s liquidity and solvency, potential operational failures and the risk of cyber-attacks, theft or fraudulent misappropriation of assets by the operator or its employees. We have been advised by, or understand from, our Mining pool operators, AntPool and F2Pool, that they do not maintain insurance policies to cover the theft or loss of crypto assets held by the pool on behalf of their customers, including us. Furthermore, the transfer of crypto assets from the Mining pools to our own custody accounts is subject to network and operational risks. Transactions may be delayed, intercepted or fail, and we may be unable to recover assets lost during a transfer. In the event of a security breach, operational failure, insolvency or other loss-bearing event at AntPool or F2Pool, we may be unable to recover any crypto assets held by them on our behalf. Because these assets are not insured, we would have limited or no recourse in the event of such a loss. The loss of a significant portion of our Mining rewards, or a disruption in our ability to receive such rewards, would harm our revenue and liquidity, and could have a material adverse effect on our business, financial condition and results of operations.

We do not currently maintain separate insurance coverage for our Miners or for our Digital asset holdings although our hosting services agreements generally stipulate that we are responsible for “providing insurance covering our Miners at commercially reasonable levels,” clarifying that if such insurance were to be obtained, the cost and obligation to do so would be ours. As of the date of this prospectus, our hosting providers have not demanded that we obtain such coverage. Nonetheless, a risk exists that our hosting providers could, in the future, enforce this provision and require us to procure insurance for our Miners as a condition of continuing their services. If such a demand were made, we would be obligated to seek coverage at commercially reasonable rates. If we were unable to obtain such coverage on acceptable terms, or at a commercially reasonable cost, or if we elected not to, we could be deemed in breach of our hosting agreements. A subsequent breach could lead to the termination of these agreements, which would compel us to cease operations at the affected facilities and undertake the costly and time-consuming process of relocating our Miners. Any such event would result in operational downtime and a loss of revenue, which would materially and adversely affect our business, financial condition, and results of operations.

In addition, Digital assets held in our custodian accounts and our Coinbase wallet are not subject to FDIC or Securities Investor Protection Corporation (“SIPC”) protections. Furthermore, if the Bitcoin held by us is lost, stolen or destroyed under circumstances rendering a party liable to us, the responsible party may not have the financial resources sufficient to satisfy our claim. For example, as to a particular event of loss, the only source of recovery for us might be limited, to the extent identifiable, to other responsible third parties (e.g., a thief or terrorist), any of which may or may not have the financial resources (including liability insurance coverage) to satisfy a valid claim by us.

Any loss due to damage to our hosted Mining facilities or to our Miners, or any loss of our Bitcoin due to security failures, mistaken transactions or other events may not be recovered or reimbursed, potentially materially impacting our business, financial condition and results of operations.

Any limitation of electricity supply, increase in electricity costs or prolonged electricity outage could materially impact our operations and financial performance.

Bitcoin Mining operations require significant amounts of electrical power, and the costs of electric power account for a significant portion of our cost of revenue. We require a significant electric power supply to conduct our Mining activity, including the power needed to operate the Mining facilities and equipment infrastructure. We rely on third parties, including utility providers, for the reliable and sufficient supply of electrical power to our infrastructure. We cannot guarantee that these third parties will be able to consistently provide sufficient levels of electrical power or will have the necessary infrastructure to deliver any additional power that we may require, or that we will be able to procure power from or recontract with them on commercially acceptable terms. Restrictions on the supply of, or our failure to procure, sufficient electricity could adversely affect our business, financial condition and results of operations.

Our access to electricity, or to sufficient electricity, may be affected by climate change, acts of God, utility equipment failure or scheduled and unscheduled maintenance that result in electricity outages to the utility’s or the broader electrical network’s facilities. These electricity outages may occur with limited or no warning and be of an unpredictable duration. Further, our counterparties may be unable to deliver the required amount of power for a variety of technical or economic reasons. As Bitcoin Mining is power intensive and backup power generation may be expensive to procure, any backup electricity supplies may not be sufficient to power any or all of our Bitcoin Mining equipment in an affected location for the duration of the outage. The effects of any such events, including any significant non-performance by counterparties, could have a material adverse effect on our business, financial condition, and operating results.

The price that we pay for electricity is dependent on numerous factors including sources of generation, commodity prices, regulatory environment, electricity market structure, instantaneous supply/demand balances, counterparty and procurement method. These factors may be subject to change over time and result in increasing power costs, which could have a material adverse effect on our operating results and financial condition.

Additionally, our Mining operations could be materially adversely affected by prolonged power outages. Although our Miners may be powered by backup generators on a temporary basis, it would not be feasible or cost-effective to run Miners on back-up power generators for extended periods of time. We would likely need to reduce or cease our operations in the event of an extended power outage or as a result of the unavailability or materially increased cost of electrical power, which would materially and adversely affect our business and results of operations.

We may be exposed to cybersecurity threats and hacks, which could have a material adverse effect on our business, financial condition and results of operations.

The threats to network and data security are increasingly diverse and sophisticated. Our computer servers and computer systems may be vulnerable to cybersecurity risks, including denial-of-service attacks, physical or electronic break-ins, employee theft or misuse and similar disruptions from unauthorized tampering with our computer servers and computer systems. The preventive actions we take to reduce the risk of cyber incidents and protect our information technology and networks may be insufficient to repel a major cyber-attack in the future. To the extent that any disruption or security breach results in a loss or damage to our network, in unauthorized disclosure of confidential information or in a loss of our Bitcoin, it could cause significant damage to our reputation, lead to claims against us and ultimately have a material adverse effect on our business, financial condition and results of operations. Additionally, we may be required to incur significant costs to protect against damage caused by these disruptions or security breaches in the future.

We may face risks of internet disruptions, which could have an adverse effect on both the price of Bitcoin and our ability to operate our business.

The Bitcoin network, and our business of Mining Bitcoin, are dependent upon the internet. A disruption in internet connectivity could disrupt the Bitcoin network’s operations, which could have an adverse effect on the price of Bitcoin and our ability to Mine Bitcoin. A broadly accepted and widely adopted decentralized network is necessary for the Bitcoin network to function as intended. Features of the Bitcoin network, such as decentralization, open-source Protocol and reliance on peer-to-peer connectivity, are essential to preserve the stability of the Bitcoin network and decrease the risk of fraud or cyber-attacks. A disruption of the internet or the Bitcoin network could affect the ability to transfer Bitcoin, and consequently the value of Bitcoin, as well as our ability to Mine Bitcoin. A significant disruption of internet connectivity could prevent the Bitcoin network’s functionality and operations until the internet disruption is resolved. Additionally, our Mining sites’ activities are dependent upon internet access. Any disruption to internet connectivity at any of our Mining sites could have a negative impact on business performance.

The “halving” of rewards available on the Bitcoin network, or the reduction of rewards on other networks, has had and in the future could have a negative impact on our ability to generate revenue, which could have a material adverse effect on our business, financial condition and results of operations.

Under the current Protocols governing the Bitcoin network, the reward for validating a new Block on that network is cut in half every four years, which has been referred to in our industry as the “halving.” When the Bitcoin network was first launched, the reward for validating a new Block was 50 Bitcoin. In 2012, the reward for validating a new Block was reduced to 25 Bitcoin. In July 2016, the reward for validating a new Block was reduced to 12.5 Bitcoin; in May 2020, the reward was further reduced to 6.25 Bitcoin; and in April 2024, it was reduced to 3.125 Bitcoin. In addition, other networks may operate under rules that, or may alter their rules to, limit the distribution of new Digital assets. We currently rely on these rewards to generate a significant portion of our total revenue.

We have attempted to mitigate the risk to us as a result of halving, including investing in system and Miner upgrades to maintain our Mining efficiency, which is expected to cause us to incur relevant costs and expenditures in the future. To the extent that other Mining companies exit the business, remaining Miners are the direct beneficiaries from the lower competition for each 3.125 Bitcoin per Block. Achieving competitive advantages in the above ways increases the chances for us to be one of these beneficiaries. However, in spite of such mitigation efforts, if the award of Bitcoin for solving Blocks and transaction fees are not sufficiently high, the halving of available rewards on the Bitcoin network, or any reduction of rewards on other networks, would have a negative impact on our revenues and may have a material adverse effect on our business, financial condition and results of operations.

Bitcoin exchanges, wallets and the Bitcoin network may suffer from hacking and fraud risks, which may adversely erode user confidence in Bitcoin, and negatively affect the Bitcoin price and our revenues.

Bitcoin transactions are entirely digital and, as with any virtual system, are at risk from hackers, malware and operational glitches. Hackers can target Bitcoin exchanges and custody providers, to gain access to thousands of accounts and digital wallets where Bitcoin is stored. Bitcoin transactions and accounts are not insured by any type of government program and all Bitcoin transactions are permanent because there is no third party or payment processor. Bitcoin has previously suffered from hacking and cyber-theft which have affected its demand and price. Also, the price and exchange of Bitcoin may be subject to fraud risk. While Bitcoin uses private key encryption to verify owners and register transactions, fraudsters and scammers may attempt to sell false Bitcoin. All of the above may adversely affect the operation of the Bitcoin network, which would erode user confidence in Bitcoin and could negatively impact our business and ability to monetize the Bitcoin that we Mine.

Technological advancement in computing may make our operations and ASICs obsolete. The Mining hardware market for ASICs does not undergo rapid performance improvements anymore. Earlier in the SHA-256 ASIC development cycle when Bitcoin Mining hardware had yet to catch up to current foundry node sizes, technological leaps in Hash power and efficiency were more common and made all previous units obsolete. Since the release of the Antminer S9, these improvements have been incremental and older generation hardware is commonly run in the market. It is possible that there will be a significant breakthrough in Hash power and/or efficiency that would make existing ASIC Miners obsolete, severely impact the Company’s balance sheet and forward-looking performance and, should we not have access to this technology, could render all operations non-viable. 

Our future success depends on our ability to expand our organization to match the growth of our activities, and any failure to manage our growth effectively could place strains on our managerial, operational and financial resources and could adversely affect our business, financial condition and results of operation.

As our operations grow, the demands upon us will grow, and our success will depend upon our ability to meet those demands. We require certain financial, managerial and other resources, which could create challenges to our ability to successfully manage operations and could impact our ability to assure compliance with our policies, practices and procedures. These demands include, among others, increased executive, accounting, management and legal services, staff support and general office services. We may need to hire additional qualified personnel to meet these demands, the cost and quality of which depend in part upon market factors outside of our control. Further, we will need to effectively manage the training and growth of our staff to maintain an efficient and effective workforce, and our failure to do so could adversely affect our business, financial condition and results of operations. Currently, we have limited personnel in our organization to meet our organizational and administrative demands. If we fail to manage our growth effectively or to develop and expand our managerial, operational and financial resources and systems, we may not be able to execute on our business plan, respond to competitive pressures or take advantage of market opportunities, and our business, financial condition and results of operations could be adversely affected.

Our success depends upon our key management personnel.

Our success depends, to a significant extent, on the capability, expertise and continued services of key members of our management team, including Mr. Jiajun Chen, our Chief Executive Officer, Mr. Fei Ma, our Chief Financial Officer, and Mr. Sze Wah Sam Cheung, our President, as well as other members of our team who have operational experience in our business. If we were to lose the services of any key member of our management team without a suitable replacement or were unable to attract new qualified members with suitable experience to join our management team as we continue to grow, the implementation of our business strategies may be affected, which could materially and adversely affect our business, results of operations and prospects.

We also rely on our employees, including those who monitor the productivity of our Minning equipment on a daily basis, for our daily operations and business expansion. We cannot assure you that we will be able to retain these employees or to continue to attract and retain sufficiently skilled and experienced employees in the future. If we fail to recruit, retain or train skilled employees, our business, results of operations and prospects could be materially and adversely affected.

Our business model relies on the availability and affordability of leased Miners and hosted Mining sites, and any disruption could severely harm our operations.

As of the date of this prospectus, our entire business model is based on the leasing of Bitcoin Miners and operating in Mining sites through hosting agreements, rather than owning them. We do not have direct control over the infrastructure that hosts our Mining operations. The availability and terms of these leases and hosting agreements depend on market conditions and the willingness of third-party lessors and hosts to enter into or renew agreements with us. We may be unable to renew existing hosting agreements or find new suitable hosted Mining sites on favorable terms, or at all. Furthermore, any significant increase in lease costs for Miners could substantially increase our operating expenses and reduce our profitability. The termination of any key lease agreement could result in either: (i) failure to secure leased Miners for operation; or (ii) a substantial portion of our Miners being rendered idle due to unavailability of Mining sites, either of which scenario would materially and adversely impact our Bitcoin production and financial performance.

Our business model, to date, has been based exclusively on the leasing of Bitcoin Miners, which as an asset-light approach allowed us to commence operations and scale efficiently. However, in light of the above referenced risks, following consummation of this offering, we intend to expand and evolve our business model by utilizing a portion of the net proceeds to purchase Bitcoin Miners directly. This strategic shift to a hybrid model, incorporating both owned and leased Miners, is intended to provide us with greater operational flexibility. Our current leasing fees are variable and fluctuate based on the daily market price of Bitcoin. By purchasing Miners, we can convert a portion of our variable operating expenses into a fixed, depreciating capital cost. This creates a more stable and predictable cost base for our owned assets, providing greater flexibility in financial planning and managing profitability during periods of Bitcoin price volatility, and long-term control over our Mining assets. With owned assets, we gain direct control over maintenance schedules, hardware modifications and end-of-life decisions, such as resale or disposal.

Our reliance on third-party Mining platforms and operational partners, and their access to licensed monitoring software, exposes us to risks that could materially and adversely affect our business and profitability.

Our reliance on hosted Mining platforms exposes us to several operational and financial risks, primarily stemming from the platform’s centralized control, payout policies and technological dependencies. One significant risk stems from the platform’s unilateral ability to modify reward structures and fee policies without prior notice, which can unpredictably impact profitability. We also could face payout delays if the platforms were to experience financial issues. Furthermore, the Mining platforms face centralization and governance risks, which generate material challenges to their long-term viability and operational models. Their failure to adequately remediate these risks would materially affect collaborative partnerships among us. Technological vulnerabilities, including server downtime, latency issues and inefficient global server distribution, can further reduce Mining efficiency and output. Security risks are another critical concern, as centralized platforms are prime targets for hacking attacks, potentially compromising our earnings or account access.

We rely on operational partners to manage and maintain our Miners and Mining sites. These partners are responsible for critical functions, including ensuring stable power supply and efficient energy consumption, managing cooling systems to prevent hardware overheating and performing timely repairs and maintenance to minimize downtime. Any failure by these partners to maintain optimal operational performance, such as extended downtime, inefficient power usage or network connectivity disruptions, could reduce our Bitcoin production and profitability.

Our reliance on Mining platforms and operational partners also raises the risk that we may not be able to secure suitable replacement partners on commercially reasonable terms, in a timely manner or at all if our current agreements were terminated or if our partners’ breaches render the contracts impossible or impractical to continue. Such circumstances would materially and adversely affect our financial condition and results of operations.

In addition, our hosting providers utilize a third-party software for the 24/7 real-time monitoring of our entire fleet of Miners. For our significant operations in Texas (have been relocated from Texas to Missouri on January 13, 2026), Missouri and Manitoba, they rely on a third-party software solution, Foreman, to monitor key indicators such as Hashrate, manage maintenance workflows and assist in troubleshooting. The access to this software is governed by a subscription-based license agreement, with fees calculated on a per-Miner, per-month basis.

Our hosting providers’ operational capabilities are therefore dependent on the continued performance, reliability and availability of Foreman. The license agreement for this software may be subject to non-renewal, or the provider could potentially increase subscription fees to a level that is no longer commercially viable. Furthermore, the provider of Foreman could cease operations, experience technical outages or become subject to intellectual property infringement claims, any of which could prevent them from providing us with this critical service.

If the access to this monitoring software is interrupted or terminated, and our hosting providers are unable to secure a suitable replacement in a timely or cost-effective manner, their ability to efficiently monitor our Miners, detect failures and respond to operational issues would be materially impaired. Any such disruption could lead to increased Miner downtime, reduced operational efficiency and a corresponding decrease in our Hashrate, which would, in turn, harm our business, financial condition and results of operations.

Our expansion strategy and business transformation is subject to various risks.

We intend to shift our business model from an asset-light hosting strategy to a vertically integrated proprietary Mining model. We have no prior experience in owning, developing or operating Mining facilities, and we may fail to successfully execute this transition. Historically, our operations have been exclusively based on placing leased Mining equipment at third-party hosted facilities. Our current expansion plan marks a pivotal shift to acquiring, developing and operating our own facilities. We lack a track record in site selection, facility construction, energy infrastructure management and the direct operation of Mining data centers. Therefore, this transition presents significant operational, managerial and financial risks. We may encounter unforeseen difficulties in managing the complexities of facility ownership, such as maintenance, security and regulatory compliance, which we previously relied on third-party hosts to manage. If we are unable to successfully navigate these new challenges, our business, financial condition and results of operations could be materially and adversely affected.

Our expansion plan relies on the successful acquisition or development of Mining sites in North America, which involves significant execution risks, including zoning, permitting and construction delays. We plan to identify and acquire existing facilities or greenfield sites within the first 3 to 9 months after completion of this offering. However, the identification of suitable sites with access to low-cost, reliable power is highly competitive. Even if we identify a site, we may face delays or the inability to obtain necessary land rights, zoning approvals, environmental permits or grid connection agreements. The construction or retrofitting of facilities (Phases 2 and 3) involves risks of cost overruns, labor shortages, supply chain disruptions for electrical infrastructure (e.g., transformers and switchgear) and technical failures. Any significant delay in our 24-month projected timeline would delay the deployment of our Miners and the generation of revenue, potentially draining our working capital.

We may be unable to secure long-term Power Purchase Agreements (“PPAs”) on commercially favorable terms, which determines the viability of our proprietary facilities. A core component of our expansion is securing strategic power resources. The market for high-capacity, low-cost power is intensely competitive, with numerous well-capitalized competitors seeking similar resources. We may be unable to negotiate PPAs that offer electricity rates low enough to ensure profitability, especially during periods of lower Bitcoin prices. Furthermore, regulatory changes in North American jurisdictions regarding energy consumption by Cryptocurrency Mining facilities could limit the availability of power or impose premium rates and taxes, rendering our planned facilities economically unviable.

Our information technology infrastructure is currently less advanced than that of our competitors, which could have historically contributed to lower Mining output, and failure to upgrade this infrastructure may hinder our operational efficiency. We plan to allocate a portion of the net proceeds from this offering to research and development and to information technology infrastructure upgrades to optimize Hashrate performance and power consumption. There is no assurance that these investments will yield the expected technical improvements. If we fail to develop or integrate sophisticated software and hardware solutions that match or exceed industry standards, our proprietary facilities may operate at lower efficiency (higher Joules per Terahash) than our competitors, negatively impacting our profit margins.

We estimate allocating approximately 60% of the net proceeds to this expansion. However, the implementation of our expansion plan is capital intensive, and the actual costs may exceed the allocated amount. The costs of real estate, electrical infrastructure (transformers and switchgear) and high-efficiency ASICs are subject to market volatility. Inflation, supply chain constraints or tariffs could significantly increase these costs. If the net proceeds from this offering are less than anticipated, or if the costs of development exceed our estimates, we may be forced to scale back our expansion, seek additional dilutive financing or abandon parts of the plan, which would harm our growth prospects.

We face intense competition for high-efficiency Mining equipment, and delivery delays could disrupt our deployment schedule. Our plan involves purchasing new, high-efficiency Miners to populate the new sites (Phase 2). We compete with larger Mining companies for access to the latest generation of ASIC Miners from top manufacturers. We may not be able to secure sufficient hardware on a timely basis or at preferred prices. Additionally, logistics challenges, customs clearance issues or manufacturing delays could prevent us from deploying these Miners in alignment with our facility readiness (Phase 3), leading to idle infrastructure and lost revenue opportunities.

Our Miners exported from Asia to the United States may be subject to the additional tariffs recently imposed by the U.S. government on certain products imported from China, which could adversely affect our supply chain, cost structure and results of operations.

We are subject to risks associated with international trade policies and tariffs, particularly those affecting our supply chain in Asia. Recently, U.S. President Donald J. Trump announced that the U.S. would impose significant additional tariffs on Chinese imports, as well as impose or increase tariffs on imports from other Asian countries. There have been ongoing negotiations between U.S. and Chinese government officials regarding these tariffs and the reciprocal tariffs introduced by the government of China. At present, the effective average tariff rate on Chinese imports is up to 45%, and Chinese and U.S. officials have reached an agreement to temporarily reduce reciprocal tariffs while trade negotiations continue. Despite this temporary pause, a heightened tariff environment persists, and there is no assurance that the reduced tariff rates will be extended or that additional tariffs or other trade restrictions will not be imposed with little warning. The additional tariffs imposed by the U.S. government on certain products imported from China and other Asian countries may impact our supply chain and cost structure. All of our current Miners were manufactured by Bitmain, which is headquartered in China and manufactures its Miners in Southeast Asia, including Maylasia. Assembled machines to be used in our Missouri and Texas (have been relocated from Texas to Missouri on January 13, 2026) Mining facilities are shipped to the United States.

If new Miners that we lease or buy are subject to higher tariffs, the payments under our leases or the amount we pay for those machines may be expected to increase and the profitability of our Mining operations may be materially and negatively affected. Additionally, there is no guarantee that trade relations between the U.S. and China will remain stable in the future. Any deterioration in the relationship between the U.S. and China could further increase our costs of importing Miners to the U.S., or limit our ability to import Miners to the U.S., which could have an adverse effect on our business, financial condition and results of operations. Although Bitmain has announced that it intends to open an ASIC chip manufacturing facility in the United States, if the assembled machines are imported from Asia, they may be subject to the higher tariffs, which would likely increase the cost of purchasing, and leasing, the machines.

Finally, the evolving regulatory landscape and potential for further tariff adjustments or trade restrictions create uncertainty. Any escalation in trade tensions or additional tariffs could further disrupt our supply chain, increase our costs of leasing or limit access to new Miners and pose significant risks to our business in the United States.

We may not be able to compete effectively against our current and future competitors, which could have a material adverse effect on our business, financial condition and results of operations.

The Bitcoin Mining ecosystem is highly innovative, rapidly evolving and characterized by intense competition, experimentation and frequent introductions of new products and services, and is subject to uncertain and evolving industry and regulatory requirements. We expect competition to increase in the future as existing competitors expand their operations, new competitors enter the industry and new products are introduced or existing products enhanced. We compete against a number of companies operating globally that focus on Mining Digital assets.

Our existing and potential competitors may have various competitive advantages over us, such as:

If we are unable to compete successfully, or if competing successfully requires us to take costly actions in response to the actions of our competitors, our business, financial condition and results of operations could be adversely affected.

If we fail to implement and maintain an effective system of internal controls, we may be unable to accurately or timely report our results of operations or prevent fraud, and investor confidence and the market price of our Class A Ordinary Shares may be materially and adversely affected.

Neither our management nor our independent registered public accounting firm has ever performed an assessment of the effectiveness of our internal control over financial reporting, and our independent registered public accounting firm had not conducted an audit of our internal control over financial reporting. Effective internal control over financial reporting is necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, is designed to prevent fraud.

Our failure to implement and maintain effective internal controls over financial reporting could result in errors in our financial statements that could result in a restatement of our financial statements, cause us to fail to meet our reporting obligations and cause investors to lose confidence in our reported financial information, which may result in volatility in and a decline in the market price of the Class A Ordinary Shares.

Upon the completion of this offering, we will become a public company in the United States subject to the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, will require that we include a report of management on our internal control over financial reporting in our annual reports on Form 20-F. In addition, if we cease to be an “emerging growth company,” as such term is defined in the JOBS Act, our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting on an annual basis. Our management may conclude that our internal control over financial reporting is not effective. Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent testing, may issue a report that is qualified if it is not satisfied with our internal controls or the level at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us. In addition, after we become a public company, our reporting obligations may place a burden on our management, operational and financial resources and systems for the foreseeable future. We may be unable to timely complete our evaluation testing and any required remediation.

In connection with the preparation of the Company’s consolidated financial statements as of and for the years ended March 31, 2024 and 2025, the Company identified one material weakness in its internal control over financial reporting as of March 31, 2025. As defined in the standards established by the PCAOB, a “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

The material weakness identified related to the lack of sufficient competent financial reporting and accounting personnel with appropriate experience and knowledge to address complex accounting issues in accordance with IFRS and SEC rules and regulations and reporting requirements. The material weakness has led to the restatement of consolidated financial statements of the Company as of and for the years ended March 31, 2025, and if not remediated timely, may lead to material misstatements in the Company’s consolidated financial statements in the future.

To remedy the identified material weakness, we are in the process of implementing measures designed to improve our internal control over financial reporting, including, among others: (i) recruiting more qualified personnel equipped with relevant IFRS and SEC reporting experience and qualifications to strengthen the financial reporting function and to set up a financial and system control framework; (ii) implementing regular and continuous IFRS accounting and financial reporting training programs for our accounting and financial reporting personnel; (iii) enhancing oversight over and clarifying reporting requirements for non-recurring and complex transactions to ensure consolidated financial statements and related disclosures are accurate, complete and in compliance with IFRS and SEC reporting requirements; and (iv) engaging external accounting experts to support improving our accounting processes.

We may be affected by price fluctuations in the wholesale and retail power markets.

Our power arrangements may vary depending on the markets in which we operate, and comprise fixed and variable power prices, including arrangements that may contain certain price adjustment mechanisms in case of certain events. Furthermore, some portion of our power arrangements may be priced by reference to published index prices and thus, reflect market movements outside of our control.

A substantial increase in electricity costs or a fall in Bitcoin exchange values could render Bitcoin Mining ineffective or not viable for us. Market prices for power, generation capacity and ancillary services are unpredictable. An increase in market prices for power, generation capacity and ancillary services may adversely affect our business, prospects, financial condition and operating results. Long and short-term power prices may fluctuate substantially due to a variety of factors outside of our control, including, but not limited to:

If we are unable to secure power supply at prices or on terms acceptable to us, it would potentially have a material adverse effect on our business, financial condition and operating results.

We may only have limited control over our Mining operation.

Our Mining operation comprises Blockchain Mining technologies that depend on a network of computers to run certain software programs to solve complex transactions in competition with other Mining operations and to process transactions. Because of this less centralized model and the complexity of our Mining operation, we have limited control over the success of our Mining operations. While we participate in Mining pools to combine our Mining operations with other Mining participants to increase processing power to solve Blocks, there can be no assurance that such pools will adequately address this risk.

We may be subject to material litigation, including individual and class action lawsuits, as well as investigations and enforcement actions by regulators and governmental authorities.

We may from time to time become subject to claims, arbitrations, individual and class action lawsuits, government and regulatory investigations, inquiries, actions or requests, including with respect to employment matters, and other proceedings alleging violations of laws, rules and regulations, both foreign and domestic. The scope, determination and impact of such litigation, government and regulatory investigations, enforcement actions, disputes and proceedings to which we are subject cannot be predicted with certainty, and may result in:

Any such matters can have an adverse impact, which may be material, on our business, operating results or financial condition because of legal costs, diversion of management resources, reputational damage and other factors.

The transition of Digital asset networks such as Bitcoin from Proof-of-work Mining algorithms to Proof-of-stake validation may significantly impact the value of our capital expenditures and investments in machines to support Proof-of-work Mining, which could make us less competitive and ultimately adversely affect our business and the value of our ordinary shares.

Proof-of-stake is an alternative method of validating Distributed Ledger transactions. Proof-of-stake methodology does not rely on resource intensive calculations to validate transactions and create new Blocks in a Blockchain, but rather the validator of the next Block is determined, sometimes randomly, based on a methodology in the Blockchain software. Rewards, and sometimes penalties, are issued based on the amount of Digital assets a user has “staked” in order to become a validator.

Our business strategy currently focuses entirely on Mining Bitcoin (as opposed to other Digital assets). Additionally, all of our hardware is limited to Mining using a “Proof-of-work” Protocol based on the SHA-256 Hashing algorithm. Should Bitcoin shift from a Proof-of-work validation method to a Proof-of-stake method, the transaction verification process (i.e., “Mining” or “validating”) would require less power and may render any company that maintains advantages in the current climate with respect to PoW Mining (for example, from lower-priced electricity, processing, computing power or real estate) less competitive or less profitable, including ours.

If Bitcoin shifts to Proof-of-stake validation, we may lose the benefit of our capital investments and the competitive advantage we hope to gain from our capital investments, which were intended to improve the efficiency of our Bitcoin Mining operations only with respect to Proof-of-work networks. Further, a shift in market demand from Proof-of-work to Proof-of-stake Protocols could impair our business and operations which are based on hardware that is strictly limited to Mining Digital assets based on the SHA-256 algorithm. Such events could have a material adverse effect on our ability to continue as a going concern or to pursue our business strategy at all, which could have a material adverse effect on our business, financial condition and results of operations. Our accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, we had a working capital deficit and negative operating cash flows that raise substantial doubt about our ability to continue as a going concern.

Our business is highly dependent on a small number of Bitcoin Mining equipment manufacturers. Failure of our lessor’s suppliers to make new machines available to our lessor on an ongoing basis at prices conducive to profitable Bitcoin Mining, or supply chain and logistics issues for our lessor’s suppliers could impede our profitability and delay our expansion plans.

Our business is highly dependent upon Bitcoin Mining equipment suppliers such as Bitmain, MicroBT, Intel and others providing an adequate supply of new generation Bitcoin Miners at economical prices to us through our lessor. The growth of our business is dependent upon the availability of new generation Miners offered for sale at a price conducive to profitable Bitcoin Mining, as well as the trading price of Bitcoin. The market price and availability of new Miners fluctuates with the price of Bitcoin and can be volatile. Higher Bitcoin prices increase the demand for Mining equipment and increase the cost. In addition, as more companies seek to enter the Mining industry, the demand for Miners may outpace supply and create Mining equipment shortages. There are no assurances that Bitcoin Mining equipment suppliers, such as Bitmain, MicroBT, Intel and others, will be able to keep pace with any surge in demand for Miners or continue to supply Bitcoin Mining equipment. Further, purchase contracts for Miners are not favorable to purchasers and we may have little or no recourse in the event a manufacturer of Miners defaults on its Miner delivery commitments. If we are not able to obtain a sufficient number of Bitcoin Miners at favorable prices, our growth expectations, business, financial condition and results of operations will be negatively impacted.

In addition, the equipment used in our business is generally manufactured by third parties using a large amount of commodity inputs. Supply chain disruptions may occur from time to time due to a range of factors beyond our control, such as climate change, increased costs of labor, freight costs and raw material prices, along with a shortage of qualified workers or unforeseen global events such as the conflict between Russia and Ukraine or between Israel and Hamas. Such issues may cause delays in the delivery of, or increases in the cost of, new Bitcoin Miners, which could impede our profitability and may delay our expansion plans.

These risks will continue to apply not only to our leased Bitcoin Miners but also to Bitcoin Miners that we intend to purchase with the net proceeds from this offering.

Our evolving business model increases the complexity of our business, which makes it difficult to evaluate our future business prospects and could have a material adverse effect on our business, financial condition and results of operation.

We expect that our business model will evolve as Cryptocurrency assets and Blockchain technologies become more widely available and as the services and products associated with them evolve. As a result, our business model may require us to evolve as well. We may need to modify aspects of our business model relating to our strategy from time to time and we cannot offer any assurance that these or any other modifications will be successful. For example, we intend to expand and evolve our business model by utilizing a portion of the net proceeds of our offering to purchase Bitcoin Miners directly. This strategic shift to a hybrid model, incorporating both owned and leased Miners, is intended to provide us with greater operational flexibility. Our current leasing fees are variable and fluctuate based on the daily market price of Bitcoin. By purchasing Miners, we can convert a portion of our variable operating expenses into a fixed, depreciating capital cost. This creates a more stable and predictable cost base for our owned assets, providing greater flexibility in financial planning and managing profitability during periods of Bitcoin price volatility, and long-term control over our Mining assets. With owned assets, we gain direct control over maintenance schedules, hardware modifications and end-of-life decisions, such as resale or disposal. In the event that we do not effectively evaluate future business prospects, successfully implement new strategies or adapt to our evolving industry, it will have a material adverse effect on our business, financial condition and results of operations.

There are several new and existing competitors in our industry that are purchasing Mining equipment at scale, which may cause delays or difficulty for us in obtaining new Miners, and materially and adversely affect our business and results of operations.

Many of the competitors in our industry have also been purchasing Mining equipment at scale, which has caused a world-wide shortage of Mining equipment and extended the corresponding delivery schedules for new Miner purchases. There are no assurances that manufacturers, including the manufacturer we currently utilize, will be able to keep pace with the surge in demand for Mining equipment. It is uncertain how manufacturers will respond to this increased global demand and whether they can deliver on the schedules promised to all of their customers.

In the event manufacturers are not able to keep pace with demand, our lessor may not be able to purchase Miners in sufficient quantities or on the delivery schedules that meet our business needs. Additionally, should manufacturers default on their purchase agreements with our lessor, it would have to pursue recourse, which would be costly and time consuming to resolve, and there is no guarantee it would succeed in recovering any of its deposits paid for such Miner purchases, in which event, it may not be willing or able to purchase the additional Miners that we need to maintain or grow our business. Such event could materially and adversely affect our business, financial condition and results of operations.

Our future success will depend significantly on the price of Bitcoin, which is subject to risk and has historically been subject to wide swings and significant volatility.

We generate all of our revenue from the generation and sale of Bitcoin. The price of Bitcoin is highly speculative and is not based on the performance of an underlying business. Furthermore, the price of Bitcoin could be subjected to additional influence from fraudulent or illegitimate actors, real or perceived scarcity, and political, economic, regulatory, tax or other conditions. Changes in the legislative or regulatory environment, or actions by governments or regulators that impact the Cryptocurrency industry generally, could also affect the price of Bitcoin. These factors may inhibit consumer trust in and market acceptance of Bitcoin as a means of exchange, which could have a material adverse effect on our business, prospects, or operations and potentially the value of any Bitcoin we Mine. The speculative nature of the price of Bitcoin and past dramatic volatility in pricing, particularly in recent months, may create risks for the volatile trading price of Bitcoin.

There is no assurance that Bitcoin will maintain its value or that there will be meaningful levels of trading activities to support markets in Bitcoin. A decline in the market value of Bitcoin or in the demand for trading Bitcoin could lead to a corresponding decline in the value of our Bitcoin assets and the number of transactions on the Bitcoin Blockchain network.

The Digital asset exchanges on which Cryptocurrencies, including Bitcoin, trade are relatively new and largely unregulated, and thus may be exposed to fraud and failure. Such failures may result in a reduction in the price of Bitcoin and other Cryptocurrencies and can adversely affect an investment in our securities.

Digital asset exchanges on which Cryptocurrencies, including Bitcoin, trade are relatively new and, in most cases, largely unregulated. Many digital exchanges do not provide the public with significant information regarding their ownership structure, management teams, corporate practices or regulatory compliance. As a result, the marketplace may lose confidence in, or may experience problems relating to, Cryptocurrency exchanges, including prominent exchanges handling a significant portion of the volume of Digital asset trading.

We are continuing to monitor and evaluate our risk management procedures. Although we believe our current risk management procedures are reasonably designed and effective, a perceived lack of stability in Digital asset exchanges and a potential decline in the value of Bitcoin could adversely affect an investment in our securities. Furthermore, any decrease in the price of Bitcoin would cause a risk of increased losses or impairments to the extent that the price of Bitcoin falls below our carrying value.

We are vulnerable to risks associated with climate change, severe weather conditions, natural and man-made disasters and warfare, as well as power outages and other industrial incidents, which could severely disrupt the normal operation of our business and adversely affect our results of operations.

Our business may be subject to the risks of climate change, severe weather conditions and natural and man-made disasters, including earthquakes, fires, floods, hurricanes, tornadoes, severe storms (including impacts from rain, snow, lightning and wind), and warfare, as well as power outages and other industrial incidents, any of which could result in system failures, power supply disruptions and other interruptions that could harm our business. The potential physical impacts of climate change on our operations are highly uncertain and would be particular to the geographic circumstances in areas in which we operate. These may include changes in rainfall and storm patterns and intensities, water shortages and changing temperatures. The impacts of climate change may materially and adversely impact the cost, production and financial performance of our operations. Further, any impacts to our business, financial condition and results of operations as a result of climate change are likely to occur over a sustained period of time and are therefore difficult to quantify with any degree of specificity. For example, extreme weather events may disrupt our supply chain and ultimately our business operations. Also, disruption of transportation, power and distribution systems could result in reduced operational efficiency. Additionally, unforeseen global events such as the conflicts between Russia and Ukraine between Israel and Hamas could adversely affect our business and results of operations.

We do not currently, and may not in the future, carry business interruption insurance sufficient to compensate for the losses that may result from interruptions in our operations as a result of inability to operate or failures of equipment and infrastructure at hosted facilities. A system outage could have a material adverse effect on our business, financial condition and results of operations.

We are currently operating in a period of economic uncertainty and capital markets disruption, which has been significantly impacted by geopolitical instability due to the ongoing military conflicts between Russia and Ukraine and between Israel and Hamas. Our business, financial condition and results of operations may be materially adversely affected by any negative impact on the global economy and capital markets resulting from the conflicts in Ukraine, Israel and the Gaza Strip or any other geopolitical tensions.

The United States and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the start of the military conflicts between Russia and Ukraine and between Israel and Hamas. In late February 2022, Russian military forces launched significant military action against Ukraine. Although the length and impact of the ongoing military conflict is highly unpredictable, the conflicts in Ukraine, Israel and the Gaza Strip could lead to market disruptions, including significant volatility in commodity prices and in credit and capital markets, as well as supply chain interruptions for some of our Mining equipment components. Our operations would be particularly vulnerable to potential interruptions in the supply of certain critical materials and metals, such as neon gas and palladium, which are used in semiconductor manufacturing. Any interruption to semiconductor chip supply could significantly impact our ability to receive new Mining equipment. Furthermore, any potential increase in geopolitical tensions in Asia could also significantly disrupt existing semiconductor chip manufacturing and increase the prospect of an interruption to the semiconductor chip supply across the world. The world’s largest semiconductor chip manufacturer is located in Taiwan and a large part of equipment and materials for our Bitcoin Mining, including ASIC chips, is manufactured in, and imported from, Taiwan. A setback to the current state of relative stability in Asia could compromise existing semiconductor chip production and have downstream implications for our Company. We are continuing to monitor the situations in Ukraine, Israel the Gaza Strip and globally and assessing their potential impact on our business, including any future impairment or other charges.

Additionally, Russia’s prior annexation of Crimea, recent recognition of two separatist republics in the Donetsk and Luhansk regions of Ukraine and subsequent military interventions in Ukraine have led to a broad array of new or expanded sanctions, export controls and other measures against Russia and others supporting Russia’s economy or military efforts being levied by the United States, the European Union and other countries against Russia, Belarus, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic and the so-called Luhansk People’s Republic, including agreement to remove certain Russian financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system.

Any of the abovementioned factors could affect our business, prospects, financial condition and operating results. The extent and duration of the military action, sanctions and resulting market disruptions are impossible to predict, but could be substantial. Any such disruptions may also magnify the impact of other risks described in this prospectus.

Our cash and cash equivalents could be adversely affected if the financial institutions at which we hold our cash and cash equivalents fail.

We currently maintain and may in the future maintain our cash and cash equivalents in accounts with U.S and Hong Kong banks and financial institutions at levels that exceed insured limits. Eligible deposits with Hong Kong banks are protected under the Deposit Protection Scheme, which is administered by the Hong Kong Deposit Protection Board, up to HK$800,000 per deposit if the bank maintaining the account is a member of the Scheme. Eligible deposits are protected regardless of the currency in which the deposits are denominated. Eligible deposits include all types of ordinary deposits such as current account deposits, savings account deposits, secured deposits and time deposits with a maturity not exceeding five years. However, time deposits with a maturity longer than five years, structured deposits (such as foreign exchange linked and equity linked deposits), bearer instruments (such as bearer certificates of deposit) and offshore deposits are not protected by the Scheme.

Our access to our cash and cash equivalents in amounts adequate to finance our operations could be significantly impaired if the financial institutions with which we have arrangements directly face liquidity constraints or failures. Investor concerns regarding the U.S. or international financial systems could result in less favorable commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more difficult for us to acquire financing on acceptable terms or at all. Any material decline in available funding or our ability to access our cash and cash equivalents could adversely impact our results of operations and liquidity.

The price of new Miners may be linked to the market price of Bitcoin and other Cryptocurrencies, and our costs of obtaining new and replacement Miners may increase along with the market price of Bitcoin and other Cryptocurrencies, which may have a material and adverse effect on our financial condition and results of operations.

Our business, financial condition and results of operations are dependent on our ability to sell our Bitcoin at a price greater than our costs to earn that Bitcoin. We incur significant up-front capital costs each time we acquire new Miners, and, if future prices of Bitcoin are not sufficiently high, we may not realize the benefit of these capital expenditures. As the price for new Miners we buy increases, our cost to Mine a single Bitcoin also increases, therefore requiring a corresponding increase in the price of Bitcoin for us to maintain our results of operations, to the extent we sell the Bitcoin shortly after Mining it.

The global supply chain for Miners is presently constrained due to unprecedented demand coupled with a global semiconductor (including microchip) shortage, with a significant portion of available Miners being acquired by companies with substantial resources. Semiconductors are utilized in various devices and products and are a crucial component of Miners. Supply chain constraints coupled with increasing demand have led to increased pricing and limited availability for semiconductors. Prices for both new and older models of Miners have been on the rise and these supply constraints are expected to continue for the foreseeable future. China, a major supplier of Miners, has seen a production slowdown as a result of COVID-19. Should similar outbreaks or other disruptions to the China-based global supply chain for Mining hardware occur, we may not be able to obtain adequate replacement parts for our existing Miners or to obtain additional Miners on a timely basis, if at all, or we may only be able to acquire Miners at premium prices. Such events could have a material adverse effect on our ability to pursue our strategy, which could have a material adverse effect on our business and the value of our securities.

Bitcoin exchanges and trading platforms are subject to possible fraud and manipulation.

Cryptocurrencies that are represented and trade on a ledger-based platform may not necessarily benefit from viable trading markets. Stock exchanges have rules and regulations regarding marketplace conduct, and monitor investors transacting on such platforms for fraud and other improprieties. These conditions may not necessarily be replicated on a Digital assets trading platform, depending on the platform’s controls and other policies, and there are no controls regarding transactions that take place outside of organized exchanges. Although some Digital assets trading platforms are subject to regulation and monitor for illegal activity, because the Bitcoin market itself is unregulated, there are few means to prevent manipulation of prices for the overall market. These factors may decrease liquidity or volume or may otherwise increase volatility of Bitcoin, which may have a material adverse effect on our ability to monetize the Bitcoin we Mine.

If a malicious actor or botnet obtains control of more than 50% of the processing power on the Bitcoin Blockchain, such actor or botnet could manipulate the Bitcoin Blockchain, which would adversely affect your investment in us or our ability to operate.

If a malicious actor or botnet (a volunteer or hacked collection of computers controlled by networked software coordinating the actions of the computers) obtains a majority of the processing power dedicated to Mining a Digital asset, it may be able to alter the Digital asset network or Blockchain on which transactions of the Digital asset are recorded by constructing fraudulent Blocks or preventing certain transactions from completing in a timely manner, or at all. The malicious actor or botnet could control, exclude, or modify the ordering of transactions, though it could not generate new Bitcoin or Digital assets or transactions using such control. The malicious actor could “double-spend” its own Bitcoin or Digital assets (i.e., spend the same Bitcoin or Digital assets in more than one transaction) and prevent the confirmation of other users’ transactions for so long as it maintained control. To the extent that such malicious actors or botnets do not yield their control of the processing power on the Bitcoin or other network, or the Bitcoin or other community do not reject the fraudulent Blocks as malicious, reversing any changes made to the Blockchain may not be possible.

Although there are no known reports of malicious activity or control of the Bitcoin Blockchain achieved through controlling over 50% of the processing power on the network, it is believed that certain Mining pools may have exceeded the 50% threshold. The approach towards and possible crossing of the 50% threshold indicate a greater risk that a single Mining pool could exert authority over the validation of Digital asset transactions. To the extent that the Digital assets ecosystems do not act to ensure greater decentralization of Digital asset Mining processing power, the feasibility of a malicious actor obtaining in excess of 50% of the processing power on any Digital asset network (e.g., through control of a large Mining pool or through hacking such a Mining pool) will increase, which may adversely affect our business, financial condition and results of operations.

To the extent that the profit margins of Digital asset Mining operations are not high, Mining participants are more likely to sell their earned Bitcoin, which could constrain Bitcoin prices.

Over the past few years, Digital asset Mining operations have evolved from individual users Mining with computer processors, graphics processing units and first-generation ASIC servers. Currently, new processing power is predominantly added by incorporated and unincorporated “professionalized” Mining operations. Professionalized Mining operations may use proprietary hardware or sophisticated ASIC machines acquired from ASIC manufacturers. They require the investment of significant capital to acquire this hardware, to lease or develop operating space (often in Mining facilities or warehousing facilities), and to pay the costs of electricity and labor to operate the Mining farms. As a result, professionalized Mining operations are of a greater scale than prior Mining operations and have more defined and regular expenses and liabilities. These regular expenses and liabilities require professionalized Mining operations to maintain profit margins on the sale of Digital assets.

To the extent the price of Digital assets declines and such profit margin is constrained, professionalized Mining participants are incentivized to more immediately sell Digital assets earned from Mining operations, whereas it is believed that individual Mining participants in past years were more likely to hold newly Mined Digital assets for more extended periods. The immediate selling of newly Mined Digital assets greatly increases the trading volume of the Digital assets, creating downward pressure on the market price of Digital asset rewards. The extent to which the value of Digital assets Mined by a professionalized Mining operation exceeds the allocable capital and operating costs determines the profit margin of such operation. A professionalized Mining operation may be more likely to sell a higher percentage of its newly Mined Digital assets rapidly if it is operating at a low profit margin and it may partially or completely cease operations if its profit margin is negative. In a low profit margin environment, a higher percentage could be sold more rapidly, thereby potentially depressing Digital asset prices. Lower Digital asset prices could result in further tightening of profit margins for professionalized Mining operations creating a network effect that may further reduce the price of Digital assets until Mining operations with higher operating costs become unprofitable forcing them to reduce Mining power or cease Mining operations temporarily. Such circumstances could have a material adverse effect on our business, prospects or operations and potentially the value of Bitcoin and any other Digital assets we Mine or otherwise acquire or hold for our own account.

In addition, the reduction of rewards may reduce our profit margins, which could result in us selling a substantial portion of our Bitcoin, which is subject to high volatility. If we are forced to sell Bitcoin at low prices, it could have a material adverse effect on our business, financial condition, prospects and results of operations.

We may not be able to realize the benefits of Forks, and Forks in the Bitcoin network may occur in the future that may affect our operations and financial performance.

The future development and growth of Bitcoin is subject to a variety of factors that are difficult to predict and evaluate. As Bitcoin is built on an open-source Protocol without a centralized governing authority, there is a possibility Bitcoin develops in ways which are not foreseeable. An example is modification of the Bitcoin Protocol by a sufficient number of users (known as a “Fork”).

The Bitcoin Protocol has been subject to “Forks” that resulted in the creation of new networks, including Bitcoin Cash, Bitcoin Cash SV, Bitcoin Diamond, Bitcoin Gold and others. Some of these Forks have caused fragmentation among trading platforms as to the correct naming convention for the forked Digital assets. Due to the lack of a central registry or rulemaking body, no single entity has the ability to dictate the nomenclature of forked Digital assets, causing disagreements and a lack of uniformity among platforms on the nomenclature of forked Digital assets, which results in further confusion to individuals as to the nature of assets they hold on Digital asset trading platforms. In addition, several of these Forks were contentious and, as a result, participants in certain Digital asset user and developer communities may harbor ill will toward other communities. As a result, certain community members may take actions that adversely impact the use, adoption and price of Bitcoin or any of its forked alternatives.

Furthermore, hard Forks can lead to new security concerns. For instance, when the Bitcoin Cash and Bitcoin Cash SV network split in November 2018, “replay” attacks, in which transactions from one network were rebroadcast on the other network to achieve “double-spending,” plagued platforms that traded Bitcoin, resulting in significant losses to some Digital asset trading platforms. Another possible result of a hard Fork is an inherent decrease in the level of security due to the splitting of some Mining power across networks, making it easier for a malicious actor to exceed 50% of the Mining power of that network, thereby making Digital asset networks that rely on Proof-of-work more susceptible to attack in the wake of a Fork.

Historically, speculation over a new “Fork” in the Bitcoin Protocol has resulted in Bitcoin price volatility and future Forks may occur at any time. A Fork can lead to a disruption of networks and our IT systems could be affected by cybersecurity attacks, replay attacks, or security weaknesses, any of which can further lead to temporary or even permanent loss of our assets. Such disruption and loss could cause us to be exposed to liability, even in circumstances where we have no intention of supporting an asset compromised by a Fork. Additionally, a Fork may result in a scenario where users running the previous Protocol will not recognize Blocks created by those running the new Protocol, and vice versa. This may render our Bitcoin Mining hardware incompatible with the new Bitcoin Protocol. Such changes may have a material effect on our operations, financial position and financial performance.

Because our Miners are designed specifically to Mine Bitcoin, our future success will depend in large part upon the value of Bitcoin, and any sustained decline in its value could adversely affect our business, financial condition and results of operations.

Our operating results will depend in large part upon the value of Bitcoin because it is the only Cryptocurrency we currently Mine. Specifically, our revenues from our Bitcoin Mining operations are based upon two factors: (1) the number of Bitcoin rewards we successfully earn and (2) the fair market value of Bitcoin on the date earned. In addition, our operating results are directly impacted by changes in the value of Bitcoin because under the value measurement model, both realized and unrealized changes will be reflected in our statement of operations (i.e., we mark Bitcoin to fair value each quarter). This means that our operating results will be subject to swings based upon increases or decreases in the value of Bitcoin. The introduction of alternative Cryptocurrencies, such as those backed by central banks known as Central Bank Digital Currencies, could significantly reduce the demand for Bitcoin. This would reduce both our ability to earn Mining rewards and transaction fees, and would also impair our ability to monetize the Bitcoin we earn in accordance with our financial projections.

Digital asset trading platforms for Bitcoin may be subject to varying levels of regulation, which exposes our Bitcoin to risks.

Platforms on which Digital assets may trade, such as Hashkey Exchange, which we use to monetize our Bitcoin, pose special risks, as these platforms are generally new, the rules governing their activities are less settled and their activities may be largely unregulated or under-regulated, and therefore they may be more exposed to theft, fraud and failure than established, regulated exchanges for other products. Digital asset platforms may be startup businesses with limited institutional backing, limited operating history and no publicly available financial information. This can lead to increased price volatility. In addition, a failure of an important Digital asset trading platform could result in a loss of confidence in Digital assets generally, resulting in our inability to monetize the Bitcoin we earn in accordance with our financial projections.

Bitcoin traded on the Bitcoin Blockchain do not rely on a trusted intermediary or depository institution. The participation in trading platforms requires users to take on credit risk by transferring Bitcoin from a personal account to a third party’s account. Accordingly, we are exposed to the Digital asset trading platform’s credit risk with respect to each Bitcoin transaction we make. Digital asset exchanges may also impose daily, weekly, monthly or customer-specific transaction or distribution limits or suspend withdrawals entirely, rendering the exchange of Digital assets for Fiat currency difficult or impossible. Additionally, Digital asset prices and valuations on exchanges may be volatile and subject to influence by many factors, including the levels of liquidity on particular platforms and operational interruptions and disruptions. The prices and valuation of Digital assets (e.g., Bitcoin) remain subject to any volatility experienced by trading platforms, and any such volatility can adversely affect the value of the Bitcoin that we Mine. It is possible that while engaging in transactions with various Digital asset platforms located throughout the world, any such platform may cease operations voluntarily or involuntarily due to theft, fraud, security breach, liquidity issues or government investigation without any recourse available to us.

Digital asset platforms for Bitcoin may be appealing targets for cybercrime, hackers and malware and have been shut down or experienced losses of assets placed on the exchange as a result of cybercrime, and any such event is likely to result in the complete loss of assets placed on such a platform. Any governmental or regulatory action against such a Digital asset trading platform may cause assets on such exchange to become frozen for a substantial period of time or forfeited, and could result in material opportunity costs or even in the total loss of such assets. In addition, banks may refuse to process or support wire transfers to or from Digital asset trading platforms.

There are a limited number of Digital asset trading platforms for Bitcoin in operation, and many operate in jurisdictions outside of the United States. Trading on Digital asset platforms outside of the United States may involve certain risks not applicable to trading on Digital asset exchanges that operate in the United States. Foreign markets may be subject to instability, lack of regulation, temporary closures due to fraud, business failure, local capital requirements or government-mandated regulations. Digital asset platforms located outside the United States may not be subject to regulatory, investigative or prosecutorial authority through which an action or complaint regarding missing or stolen Digital assets may be brought. Additionally, due to lack of globally consistent treatment and regulation of Digital assets, certain platforms located outside the United States may not be currently available to, or may in the future become unavailable to, certain persons or entities based on their country of domicile, including the United States.

While we perform diligence on our counterparties and any Digital asset trading platforms that we may use, it may be difficult, or even impossible, to sufficiently verify the ultimate ownership and control of a Digital asset trading platform and other information for evaluating the risks associated with such counterparty or platform. Any of our Digital assets that reside on a trading platform that shuts down may be permanently unrecoverable, misapplied or otherwise lost. Additionally, to the extent that the Digital asset platforms representing a substantial portion of the trading volume in a particular Digital asset are involved in fraud or experience security failures or other operational issues, such failures may result in loss or less favorable prices of the Digital assets, which may adversely affect our business and results of operations, and consequently, an investment in our securities.

Because there is limited guidance for financial accounting for Bitcoin and other Digital assets, the determinations that we have made for how to account for Digital asset transactions may be subject to change.

Because there is limited guidance for the financial accounting for Bitcoin and other Digital assets and related revenue recognition has been provided by the International Accounting Standards Board or the SEC, it is unclear how we may in the future be required to account for Digital asset transactions and assets and related revenue recognition. Changes in regulatory or financial accounting standards could require us to change the accounting methods we currently intend to employ in respect of our anticipated revenues and assets and restate any financial statements produced based on those methods. Such a change or restatement could require increased professional fees and expenses and time commitment by management to address matters related to the change or restatement, increased scrutiny by the SEC and other regulatory bodies, civil or criminal penalties or stockholder litigation, which could adversely affect our business, prospects, financial condition and results of operation.

Bitcoin transactions are irrevocable and, if stolen or incorrectly transferred, Bitcoin may be irretrievable. As a result, any incorrectly executed Bitcoin transactions could have a material adverse effect on our business, financial condition and results of operations.

Bitcoin transactions are irrevocable, and stolen or incorrectly transferred Bitcoin may be irretrievable. As a result, any incorrectly executed or fraudulent Bitcoin transactions could adversely affect our investments and assets. Bitcoin transactions are not, from an administrative perspective, reversible without the consent and active participation of the recipient of the Bitcoin from the transaction. Once a transaction has been verified and recorded in a Block that is added to a Blockchain, an incorrect transfer of Bitcoin or a theft thereof generally will not be reversible and if an incorrect transfer or theft occurs, we may not have sufficient recourse to recover our losses from any such transfer or theft. It is possible that, through computer or human error, or through theft or criminal action, our Bitcoin rewards could be transferred in incorrect amounts or to unauthorized third parties, or to uncontrolled accounts. Further, at this time, we are not aware of any specifically enumerated U.S. or foreign governmental, regulatory, investigative or prosecutorial authority or mechanism through which to bring an action or complaint regarding missing or stolen Bitcoin. As a result, if there is human error, theft, or criminal action, we will need to rely on existing private investigative entities to investigate any potential loss of our Bitcoin assets. These third-party service providers rely on data analysis and compliance of internet service providers with traditional court orders to reveal information such as the IP addresses of any attackers who may target us. Our inability to recover any losses from such action, error or theft, could have a material adverse effect on our business, financial condition and results of operations.

Political or economic crises may motivate large-scale sales of Bitcoin, which could result in a reduction in some or all of Bitcoin’s values and adversely affect our business, financial condition and results of operations.

Geopolitical 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 dissipates, adversely affecting the value of our inventory following such downward adjustment. Such risks are similar to the risks of purchasing commodities in general in uncertain times, such as the risk of purchasing, holding or selling gold. Alternatively, as an emerging asset class with limited acceptance as a payment system or commodity, global crises and general economic downturn may discourage investment in Bitcoin as investors focus their investment on less volatile asset classes as a means of hedging their investment risk.

As an alternative to Fiat currencies that are backed by central governments, Bitcoins 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 Bitcoins either globally or locally. Large-scale sales of Bitcoins would result in a reduction in some or all Bitcoins’ values and may adversely affect our business, financial condition and results of operations.

Our operations, investment strategies and profitability may be adversely affected by competition from other methods of investing in Bitcoin or tracking Bitcoin markets.

We compete with other users and/or companies that are Mining Bitcoin and other potential financial vehicles that seek to provide exposure to Bitcoin, including securities backed by, or linked to, Bitcoins. Market and financial conditions, and other conditions beyond our control, may make it more attractive to invest in certain financial vehicles, or to invest in Bitcoin directly, which could limit the market for our securities and reduce their liquidity. In addition, the emergence of other financial vehicles and exchange-traded funds that provide exposure to Bitcoin prices have been scrutinized by regulators and such scrutiny and the negative impressions or conclusions resulting from such scrutiny could be applied to our business and impact our ability to successfully pursue our strategy or operate at all, or to establish or maintain a public market for our securities.

The global market for Bitcoin is generally characterized by supply constraints that may differ from those present in the markets for commodities or other assets such as gold and silver. The mathematical protocols under which Bitcoin is Mined permit the creation of a limited, predetermined amount of currency, while others have no limit established on total supply. To the extent that other vehicles investing in Bitcoin or tracking Bitcoin markets form and come to represent a significant proportion of the demand for Digital assets, large redemptions of the securities of those vehicles and the subsequent sale of Bitcoin by such vehicles could negatively affect Bitcoin prices and therefore affect the value of any Bitcoin inventory we hold.

Currently, we believe there is relatively limited use of Bitcoin in the retail and commercial marketplace in comparison to relatively sizable use by speculators, thus contributing to price volatility that could adversely affect an investment in our securities.

We believe Bitcoin has not yet gained widespread acceptance as a means of payment for goods and services by any major retail or commercial outlets. We believe a significant portion of the demand for Bitcoin is generated by speculators and investors, some of whom may have no knowledge of the inner workings of Bitcoin. Certain of these investors may seek to profit from the short-term or long-term holding of Bitcoin, and thus, may contribute to Bitcoin price volatility. A lack of expansion in the use of Bitcoin in retail and commercial markets, or a contraction of such use, may result in increased price volatility of Bitcoin or a reduction in the market price of Bitcoin or in the demand for Bitcoin which would reduce the performance of the business and the value of Bitcoin held by us, any of which could have a material adverse effect on our business, financial condition and results of operations.

As more processing power is added to a network, our relative percentage of total processing power on that network is expected to decline absent significant capital investment, which has an adverse impact on our ability to generate revenue from processing transactions on that network and could have a material adverse effect on our business, financial condition and results of operations.

Processing power on networks has been increasing rapidly over time while the rewards and transaction fees available on those networks tend to decline over time. In order to grow or maintain the revenue we generate from processing transactions on such networks, we are required to invest significant capital to acquire new computer servers, expand our power capacity and otherwise increase our effective processing power on such networks. In the event we are unable to invest sufficient capital to grow or maintain the level of our processing power on a network relative to the total processing power of such network, our revenue from the applicable network will decline over time and as a result, it could have a material adverse effect on our business, financial condition and results of operations.

In addition, a decrease in the price of computer servers may result in an increase in transaction processors, which may lead to more competition for fees in a particular network. In the event we are unable to realize adequate fees on a network due to increased competition, our revenue from the applicable network will decline over time and in turn, it could have a material adverse effect on our business, financial condition and results of operations.

Our transactions in Bitcoin may expose us to countries, territories, regimes, entities, organizations and individuals that are subject to sanctions and other restrictive laws and regulations.

The Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) and the U.S. Department of State administer and enforce economic sanctions programs based on foreign policy and national security goals against targeted countries, territories, regimes, entities, organizations and individuals. These laws and regulations may be implicated by a number of Digital assets activities, including investing or trading. Because of the anonymous nature of Blockchain transactions, we may not be able to determine the ultimate identity of the individuals with whom we transact when buying or selling Digital assets or receive Bitcoin through Mining (e.g., transaction fees, or rewards from Mining pool), and thus may inadvertently engage in transactions with persons, or entities or territories that are the target of sanctions or other restrictions. Moreover, U.S. federal law prohibits any U.S. person from knowingly or unknowingly possessing any visual depiction of child pornography. We are aware of recent media reports that have suggested that persons have imbedded such depictions on one or more Blockchains. To the extent government enforcement authorities enforce these and other laws and regulations that are impacted by Blockchain technology, we may be subject to investigation, administrative or court proceedings, and civil or criminal monetary fines and penalties, all of which could harm our reputation and affect the value of our securities.

The market price of Bitcoin may be extremely volatile, including due to potential under-regulation. Rapid decreases in the price of Bitcoin could have a materially adverse effect on our business, financial condition and results of operations.

Bitcoin is represented and trades on a ledger-based platform that may not necessarily benefit from a viable trading market. Stock exchanges have rules and regulations regarding marketplace conduct, and monitor investors transacting on such platforms for fraud and other improprieties. These conditions may not necessarily be replicated on a Bitcoin trading platform, depending on the platform’s controls and other policies, and there are no controls regarding transactions that take place outside of organized exchanges. The market price of Bitcoin has been and may in the future continue to be extremely volatile. These factors may decrease liquidity or volume or may otherwise increase volatility of Bitcoin, which will have a material adverse effect on our ability to monetize the Bitcoin we Mine and therefore have an adverse effect on our business, financial condition and results of operations.

Regulatory actions in one or more countries could severely affect the right to acquire, own, hold, sell or use Bitcoin or to exchange them for Fiat currency.

One or more countries, such as India or Russia, may take regulatory actions in the future that could severely restrict the right to acquire, own, hold, sell or use Bitcoin or to exchange them for Fiat currency. In some nations, including China, it is illegal to accept payment in Bitcoin for consumer transactions and banking institutions are barred from accepting deposits of Cryptocurrencies. Such restrictions may adversely affect us as the large-scale use of Bitcoin as a means of exchange is presently confined to certain regions.

Furthermore, in the future, foreign governments may decide to subsidize or in some other way support certain large-scale Bitcoin Mining projects, thus adding Hashrate to the overall network. Such circumstances could have a material adverse effect on the amount of Bitcoin we may be able to Mine, the value of Bitcoin and any other Cryptocurrencies we may potentially acquire or hold in the future and, consequently, our business, financial condition and results of operations. 

Bitcoin Mining activities are energy-intensive, which may restrict the geographic locations of Miners, in particular, to locations with renewable sources of power. Government regulators may potentially restrict the ability of electricity suppliers to provide electricity to Bitcoin Miners, including us, or Bitcoin Mining activities generally.

Mining Bitcoin requires significant amounts of electrical power, and electricity costs account for a material portion of our operating costs. There has been a substantial increase in the demand for electricity for Bitcoin Mining, and this has had varying level of impact on local electricity supplies. The availability and cost of electricity will impact the geographic locations in which we conduct Mining activities.

Additionally, renewable sources of power currently form a large portion of our power mix and we expect them to continue to do so in the future. Renewable power may, depending on the source, be intermittent or variable and not always available. Some electrical grids have little storage capacity, and the balance between electricity supply and demand must be maintained at all times to avoid blackouts or other cascading problems. Intermittent sources of renewable power can provide challenges as their power can fluctuate over multiple time horizons, forcing the grid operator to adjust its day-ahead, hour-ahead, and real-time operating procedures. Any shortage of electricity supply or increase in electricity costs in any location where we operate or plan to operate may negatively impact the viability and the expected economic return for Bitcoin Mining activities in that location.

Should our operations require more electricity than can be supplied in the areas where our Mining facilities are located or should the electrical transmission grid and distribution systems be unable to provide the regular supply of electricity required, we may have to limit or suspend activities or reduce the speed of our proposed expansion, either voluntarily or as a result of either quotas imposed by energy companies or governments, or increased prices for certain users (such as us). If we are unable to procure electricity at a suitable price, we may have to shut down our operations in that particular jurisdiction either temporarily or permanently.

There may be significant competition for suitable Bitcoin Mining sites, and government regulators, including local permitting officials, may potentially restrict our ability to set up Mining sites in certain locations. The significant consumption of electricity may have a negative environmental impact, including contribution to climate change, which may give rise to public opinion against allowing the use of electricity for Bitcoin Mining activities.

If Bitcoin Mining becomes more widespread, government scrutiny related to Bitcoin Mining facilities and their energy consumption may significantly increase. This could lead to new governmental measures restricting or prohibiting the use of electricity for Bitcoin Mining activities, or Bitcoin Mining activities generally.

If we are forced to reduce our operations due to the availability or cost of electrical power, or restrictions on Bitcoin Mining activities, this will have an adverse effect on our business, prospects, financial condition and operating results.

The open-source structure of the Bitcoin network Protocol means that the contributors to the Protocol are generally not directly compensated for their contributions in maintaining and developing the Protocol.

The Bitcoin network operates based on an open-source Protocol, not represented by an official organization or authority. Instead, it is maintained by a group of core contributors, largely on the Bitcoin Core project on GitHub.com. This group of contributors is currently headed by Wladimir J. van der Laan, the current lead maintainer. As the Bitcoin network Protocol is not sold and its use does not generate revenues for contributors, contributors are generally not compensated for maintaining and updating the Bitcoin network Protocol. Although the MIT Media Lab’s Digital Currency Initiative funds the current maintainer Wladimir J. van der Laan, among others, this type of financial incentive is not typical. The lack of guaranteed financial incentive for contributors to maintain or develop the Bitcoin network and the lack of guaranteed resources to adequately address emerging issues with the Bitcoin network may reduce incentives to address the issues adequately or in a timely manner.

There can be no guarantee that developer support will continue or be sufficient in the future. Additionally, some development and developers are funded by companies whose interests may be at odds with other participants in the network or with investors’ interests. To the extent that material issues arise with the Bitcoin network Protocol and the core developers and open-source contributors are unable or unwilling to address the issues adequately or in a timely manner, the Bitcoin network and consequently our business, prospects, financial condition and operating results could be adversely affected.

Significant contributors to all or a network for any particular Digital asset, such as Bitcoin, could propose amendments to the respective network’s Protocols and software that, if accepted and authorized by such network, could adversely affect our business.

The Bitcoin network is maintained by a group of contributors, largely on the Bitcoin Core project on GitHub.com, currently headed by Wladimir J. van der Laan. These individuals can propose refinements or improvements to the Bitcoin network’s source code through one or more software upgrades that alter the Protocols and software that govern the Bitcoin network and the properties of Bitcoin, including the irreversibility of transactions and limitations on the Mining of new Bitcoin. Proposals for upgrades and discussions relating thereto take place on online forums.

If a developer or group of developers proposes a modification to the Bitcoin network that is not accepted by a majority of Miners and users, but that is nonetheless accepted by a substantial plurality of Miners and users, two or more competing and incompatible Blockchain implementations could result, with one running the pre-modification software program and the other running the modified version (i.e., a second “Bitcoin network”). Such a hard Fork in the Blockchain typically would be addressed by community-led efforts to reunite the forked Blockchains, and several prior Forks have been resolved successfully. However, a hard Fork in the Blockchain could materially and adversely affect the perceived value of Bitcoin as reflected on one or both incompatible Blockchains. Additionally, a hard Fork will decrease the number of users and Miners available to each Fork of the Blockchain as the users and Miners on each Fork Blockchain will not be accessible to the other Blockchain and, consequently, there will be fewer Block rewards and transaction fees may decline in value. Any of the above could have a material adverse effect on our business, prospects, financial condition, and operating results.

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 to evaluate.

Digital assets, such as Bitcoin, that may be used, among other things, to buy and sell goods and services are a new and rapidly evolving industry of which the Digital asset networks are prominent, but not unique, parts. The growth of the Digital asset industry, in general, and the Digital asset networks, in particular, are subject to a high degree of uncertainty. The factors affecting the further development of the Digital asset industry, as well as the Digital asset networks, include:

The outcome of these factors could have negative effects on our ability to pursue our business strategy, which could have a material adverse effect on our business, prospects, financial condition, and operating results as well as potentially negative effect on the value of Bitcoin or any other Cryptocurrencies we may potentially acquire or hold in the future.

Banks and financial institutions may not provide bank accounts, or may cut off certain banking or other financial services, to Bitcoin investors or businesses that engage in Bitcoin-related activities or that accept Bitcoin as payment.

Although a number of significant U.S. banks and investment institutions have indicated they plan to begin allowing customers to carry and invest in Bitcoin, Bitcoin’s acceptance and use by banks are relatively uncommon and may never become mainstream. Indeed, a number of companies and individuals engaged in Bitcoin have been unable to find banks or financial institutions that are willing to provide them with banking services.

Similarly, a number of companies and individuals or businesses associated with Bitcoin may have had and may continue to have their existing banking services discontinued with financial institutions in response to government action. We also may be unable to obtain or maintain these services for our business. The difficulty that many businesses that provide Bitcoin have and may continue to have in finding banks and financial institutions willing to provide them services may be decreasing the usefulness of Bitcoin as a payment system and harming public perception of Cryptocurrencies, and could decrease Bitcoin’s usefulness and harm its public perception in the future.

The public perception of Bitcoin could be damaged if banks or financial institutions were to close the accounts of businesses engaging in Bitcoin. 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 derivatives on commodities exchanges, the over-the-counter market and the Depository Trust Company. The adoption or implementation of similar policies, rules or regulations by these or similar entities could negatively affect our relationships with financial institutions and impede our ability to convert Bitcoin to Fiat currencies. Such factors could have a material adverse effect on our business, financial condition or results of operations.

We are subject to counterparty risk with respect to our Bitcoin custodian.

We use Hashkey to act as custodian for our Mined Bitcoin which are transferred from our Coinbase wallet. Our Bitcoin custodied with Hashkey are not “deposits” within the meaning of U.S. federal or state banking law, and thus balances of Digital assets held in our custodian accounts are not subject to FDIC or SIPC protections. The nature of Digital assets means that any technological difficulties experienced by Hashkey may prevent us from accessing or using our Bitcoin custodied with them. All the Hashkey’s client assets are held on a pooled basis and in accordance with the Hong Kong Securities and Futures Commission (“SFC”) guidelines applicable to licensed virtual asset trading platform operators. Approximately 98% of client virtual assets are generally held in cold storage and approximately 2% are generally held in hot storage. Hashkey holds their own private keys to their wallets and the Company has no access to Hashkey’s private keys. A loss of such private key relating to, or a hack or other compromise of, our digital wallet would adversely affect our ability to access or sell our Bitcoin. No physical, operational and cryptographic system for the secure storage of private keys is completely secure, and loss or theft due to operational or other failure of Hashkey’s operations is always possible.

While we believe that our agreement with Hashkey provide our business with reasonable protections for our operations and the safe storage of our Bitcoin, we make no assurances that storing our Bitcoin with Hashkey is free from risk.

Recent Chapter 11 bankruptcy filings by FTX, Celsius and other Digital asset market participants have raised issues concerning ownership of the Digital assets held by such Digital asset market participants, the outcome of which is still largely unsettled. Even if it were finally determined that the customer owns the assets on deposit, the custodian may be unable to return the customer’s assets in kind because of intermingling of assets and other factors. In addition, if Hashkey were to become subject to Chapter 11 bankruptcy, there is a risk that our assets held might not be recovered in full or in part.

The Company is currently seeking alternative compliant digital asset custodians and trading platforms. We intend to open a new account through our U.S. subsidiary, Coolpad Technologies, Inc. This custodian has requested the Company not disclose its name pending opening of the account. We anticipate completing the onboarding process and executing a definitive agreement with this new custodian by late June 2026 and completing the transition by the end of July 2026. Upon the successful onboarding and establishment of this new account, we plan to transition the custody and trading of our Bitcoin assets to the new platform and subsequently phase out our reliance on the Hashkey account. Prior to completing the establishment of the new U.S. third-party custodian account, we intend to continue to use the HashKey Exchange Platform.

We may temporarily store our Bitcoin on Digital asset trading platforms which could subject our Bitcoin to the risk of loss or access.

Although we sell our Mined Bitcoin from time to time, we may temporarily store all or a portion of our Bitcoin on various Digital asset trading platforms which requires us to rely on the security protocols of these trading platforms to safeguard our Bitcoin. Typically, when we need to sell our Bitcoin, we transfer our Bitcoin from Coinbase Wallet, a self-custodied wallet where we retain full control of our private keys (with access strictly limited to authorized personnel located in Canada),, to HashKey Exchange. All Bitcoin Mined is first 100% stored in our Coinbase Wallet. When we need to sell the Bitcoin, we transfer the Bitcoin to Hashkey Exchange. However, the Bitcoin transferred to HashKey Exchange cannot be sold immediately. Therefore, we will set an expected selling price on the HashKey Exchange platform. If the market price of Bitcoin does not reach our target, then the Bitcoin will remain temporarily stored on HashKey Exchange until either the Bitcoin price reaches our preset level and the order is executed, or we proactively lower the selling price to facilitate the transaction.

No security system is perfect and trading platforms have been subject to hacks resulting in the loss of businesses’ and customers’ Digital assets in the past. Such trading platforms may not be well capitalized and may not have adequate insurance necessary to cover any loss or may not compensate for loss where permitted under the laws of the relevant jurisdiction. In addition, malicious actors may be able to intercept our Bitcoin when we transact in or otherwise transfer our Bitcoin or while we are in the process of selling our Bitcoin via such trading platforms. Digital asset trading platforms have been a target for malicious actors in the past, and given the growth in their size and their relatively unregulated nature, we believe these trading platforms may continue to be targets for malicious actors. An actual or perceived security breach or data security incident at the Digital asset trading platforms with which we have accounts could harm our ability to operate, result in loss of our assets, damage our reputation and negatively affect the market perception of our effectiveness, all of which could adversely affect the value of our securities.

Custody Location and Jurisdictional Risk Disclosure

Assets held with HashKey Exchange may be custodied or administered through entities or infrastructure located in one or more jurisdictions, including Hong Kong, Singapore, Japan, and Bermuda, depending on the specific product, account structure, and operational arrangements.

Each of these jurisdictions is subject to its own legal, regulatory, and supervisory regimes, which may differ materially in terms of regulatory oversight, investor protections, insolvency frameworks, and enforcement mechanisms.

There can be no assurance that the legal or regulatory protections available in any of these jurisdictions will be equivalent to those available in other markets. Political, legal, or regulatory developments in any relevant jurisdiction may adversely affect the custody, valuation, transferability, or recovery of assets held with HashKey Exchange. Where such risks are material, they may result in loss, delay, or restrictions on access to assets.

Risks Related to Intellectual Property

If we are unable to protect the confidentiality of our trade secrets or other intellectual property rights, our business and competitive position could be harmed.

Our ability to conduct our business in a profitable manner relies in part on our protection of our trade secrets. We rely upon trade secret and other intellectual property laws, physical and technological security measures and contractual commitments to protect our trade secrets and other intellectual property rights, including entering into non-disclosure agreements with employees, consultants and third parties with access to our trade secrets. However, such measures may not provide adequate protection and the value of our trade secrets could be lost through misappropriation or breach of our confidentiality agreements. For example, an employee with authorized access may misappropriate our trade secrets and provide them to a competitor, and the recourse we take against such misconduct may not provide an adequate remedy to protect our interests fully, because enforcing a claim that a party illegally disclosed or misappropriated a trade secret can be difficult, expensive and time consuming, and the outcome is unpredictable. Thus, if any of our trade secrets were to be disclosed or misappropriated, our competitive position could be harmed. In addition to the risk of misappropriation and unauthorized disclosure, our competitors may develop similar or better methods independently in a manner that could prevent legal recourse by us, which could result in costly product redesign efforts, discontinuance of certain product offerings or other competitive harm. Furthermore, any of our intellectual property rights could be challenged, invalidated, circumvented, infringed, diluted, disclosed or misappropriated and adequate legal recourse may be unavailable. Thus, there can be no assurance that our trade secrets or other intellectual property rights will be sufficient to protect against competitors operating their business in a manner that is substantially similar to us.

We may infringe on third-party intellectual property rights or other proprietary rights, which could have a material adverse effect on our business, financial condition and results of operations.

Our commercial success depends on our ability to operate without infringing third-party intellectual property rights or other proprietary rights. For example, there may be issued patents of which we are not aware that our services or products infringe on. Also, there may be patents we believe we do not infringe on, but that we may ultimately be found to by a court of law or government regulatory agency. Moreover, patent applications are in some cases maintained in secrecy until patents are issued. Because patents can take many years to issue, there may be currently pending applications of which we are unaware that may later result in issued patents that our services or products allegedly infringe on.

Third parties could accuse us of misappropriating their trade secrets. Any claims of patent infringement or trade secret misappropriation, even claims without merit, could be costly and time-consuming to defend and could require us to divert resources away from operations. In addition, if any third party has a meritorious or successful claim that we are infringing their intellectual property, we may be forced to redesign our operations or secure a license from such third parties, which may be costly or impractical. We also may be subject to significant damages or injunctions that may cause a material adverse effect to our business and operations, if we cannot license or develop an alternative for any infringing aspect of its business, and may result in a material loss in revenue, which could adversely affect the trading price of our shares and harm our investors.

Risks Related to Regulations and Regulatory Frameworks

We are subject to a highly evolving regulatory landscape and any adverse changes to, or our failure to comply with, any laws and regulations could adversely affect our business, financial condition and results of operations.

As Bitcoin has grown in both popularity and market size, governments around the world have reacted differently. Certain governments, such as China, have deemed Bitcoin illegal or have severely curtailed the use of Digital assets by prohibiting the acceptance of payment in Bitcoin and other Digital assets for consumer transactions and barring banking institutions from accepting deposits of Bitcoin. Other nations, however, allow Bitcoin to be used and traded without restriction. In some jurisdictions, such as in the U.S., Bitcoin is subject to extensive, and in some cases overlapping, unclear and evolving regulatory requirements. There is a risk that relevant authorities in any jurisdiction may impose more onerous regulation on Bitcoin, for example banning its use, regulating its operation or otherwise changing its regulatory treatment. Such changes may introduce a cost of compliance, or have a material impact on our business model, and therefore our financial performance and shareholder returns. If the use of Bitcoin is made illegal in jurisdictions where Bitcoin is currently traded in heavy volumes, the available market for Bitcoin may contract.

Digital asset trading platforms may also be subject to increased regulation and there is a risk that increased compliance costs are passed through to users, including us, as we exchange Bitcoin earned through our Mining activities. There is a risk that a lack of stability in the Bitcoin exchange market and the closure or temporary shutdown of Bitcoin exchanges due to fraud, business failure, hackers or malware, or government-mandated restrictions may reduce confidence in the Bitcoin network and result in greater volatility in or suppression of Bitcoin’s value and consequently have an adverse impact on our operations and financial performance.

Many of these governmental agencies and organizations, as well as public advocacy groups, have called for heightened regulatory oversight and issued advisories describing the risks posed by Digital assets to users and investors. The Bitcoin economy is novel and has little access to policymakers and lobbying organizations in many jurisdictions. Competitors from other, more established industries, including traditional financial services, may have greater access to lobbyists or governmental officials, and regulators that are concerned about the potential for illicit usage of Bitcoin and other Digital assets may effect statutory and regulatory changes with minimal input from the Digital asset sector. As a result, new laws and regulations may be proposed and adopted in the United States and internationally, or existing laws and regulations may be interpreted in new ways, that could harm the Bitcoin and Digital asset industry, which could adversely impact our business. Increasing regulation and regulatory scrutiny may result in new costs for us and our management may have to devote increased time and attention to regulatory matters or change aspects of our business. Increased regulation may also result in limitations on the uses of Bitcoin. In addition, the complexity and evolving nature of our business and the significant uncertainty surrounding the regulation of the Cryptocurrency industry requires us to exercise our judgment as to whether certain laws, rules and regulations apply to us, and it is possible that governmental bodies and regulators may disagree with our conclusions. To the extent we do not comply with such laws, rules and regulations, we could be subject to significant fines, penalties and other governmental actions, limitations on our ability to conduct operations and other regulatory consequences, each of which may be significant and could adversely affect our business, financial condition and results of operations.

Our business and financial condition may be materially adversely affected by increased regulation of energy sources.

There is a risk that regulatory constraints placed on energy intense industries, such as ours, may restrict the operation of, or increase the cost of operating, Mining facilities and Bitcoin Mining activities. Additionally, although we target markets with high levels of renewable energy penetration and, according to our host providers, our energy is primarily sourced from renewable sources, including approximately 9.85% from wind power and 49.25% from hydropower, we also rely on non-renewable energy sources in those facilities, including approximately 23.34% on natural gas and 10% on power generated from coal, for our energy needs. Governmental authorities have and may continue to pursue and implement legislation and regulation that seeks to limit the amount of carbon dioxide produced from electricity generation, which, as the Mining facilities we use are powered partially by non-renewable energy sources, would affect our hosts’ ability to source electricity from fossil fuel-fired electric generation in a potentially material adverse manner. For example, in November 2022, New York passed a law banning certain Bitcoin Mining operations that run on carbon-based power sources. For the next two years, unless a company engaged in PoW Mining, such as ours, which requires sophisticated gear and large amounts of electricity, uses 100% renewable energy, it was not allowed to expand or renew permits, and new entrants were not allowed to come online. If the jurisdictions in which we have Mining operations implement such restrictions, the potential increases in costs arising from compliance and environmental monitoring may adversely affect our operations and financial performance.

Failure to comply with anti-corruption and anti-money laundering laws, including the Foreign Corrupt Practices Act (“FCPA”) and its counterparts with respect to our activities outside of the United States, could subject us to penalties and other adverse consequences.

We operate an international business and may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities. We are subject to the FCPA and other applicable anti-corruption and anti-money laundering laws in countries in which we conduct activities. The FCPA prohibits providing, offering, promising or authorizing, directly or indirectly, anything of value to government officials, political parties or political candidates for the purpose of obtaining or retaining business or securing any improper business advantage.

In many foreign countries, including countries in which we may conduct business, it may be a local custom that businesses engage in practices that are prohibited by the FCPA and other applicable laws and regulations. We face significant risks if we or any of our directors, officers, employees, contractors, agents or other partners or representatives fail to comply with these laws, and governmental authorities in the United States and elsewhere could seek to impose substantial civil and/or criminal fines and penalties, which could have a material adverse effect on our business, operating results, prospects and financial condition.

Any violation of the FCPA and other applicable anti-corruption laws or anti-money laundering laws could result in whistleblower complaints, adverse media coverage, investigations, loss of export privileges, severe criminal or civil sanctions and other repercussions, any of which could have a materially adverse effect on our business, operating results, prospects and financial condition. In addition, responding to any enforcement action or internal investigation related to alleged misconduct may result in a significant diversion of management’s attention and resources and significant defense costs and other professional fees.

We are also subject to the rules enforced by the OFAC, including regarding sanctions and requirements not to conduct business with persons named on its specially designated nationals list. However, because of the pseudonymous nature of Blockchain transactions, we may inadvertently and without our knowledge engage in transactions with persons named on OFAC’s specially designated nationals list, which may expose us to regulatory sanctions and adversely affect our business, financial condition and results of operations.

The regulatory and legislative developments related to climate change, may materially adversely affect our business, financial condition and results of operations.

A number of governments or governmental bodies have introduced or are contemplating legislative and regulatory changes in response to the increasing focus on climate change and its potential impact, including from governmental bodies, interest groups and stakeholders. Given the very significant amount of electrical power required to operate Bitcoin Miners, as well as the environmental impact of Mining for the rare earth metals used in the production of Mining servers, the Bitcoin Mining industry may become a target for future environmental and energy regulation. Legislation and increased regulation regarding climate change could impose significant costs on us and our suppliers, including costs related to increased energy requirements, capital equipment, environmental monitoring and reporting, costs to purchase renewable energy credits or allowances and other costs to comply with such regulations. Specifically, imposition of a tax or other regulatory fee in a jurisdiction where the Mining facilities we use are located, or on electricity that our Mining facility operators purchase, could result in substantially higher energy costs, which we pay, and due to the significant amount of electrical power required to operate Bitcoin Miners, could in turn put us at a competitive disadvantage. Any future climate change regulations could negatively impact our ability to compete with companies situated in areas not subject to such limitations.

Given the political significance and uncertainty around the impact of climate change and how it should be addressed, we cannot predict how legislation and regulation will affect our financial condition, operating performance and ability to compete. Furthermore, even without such regulation, increased awareness and any adverse publicity in the global marketplace about potential impacts on climate change by us or other companies in our industry could harm the popularity and, therefore, the value of Bitcoin. Any of the foregoing could have a material adverse effect on our business, financial position and results of operations.

There can be no assurance that we will not be a PFIC for U.S. federal income tax purposes, which could result in adverse U.S. federal income tax consequences to U.S. investors.

We are a non-U.S. corporation and, as such, we will be classified as a passive foreign investment company, which is known as a PFIC, for any taxable year if, for such year, either

Passive income generally includes dividends, interest, rents, royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets.

If we are determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. taxpayer who holds our securities, the U.S. taxpayer may be subject to increased U.S. federal income tax liability and may be subject to additional reporting requirements.

It is possible that, for our current taxable year or for any subsequent year, more than 50% of our assets may be assets which produce passive income. We will make this determination following the end of any particular tax year. We treat our affiliated entities as being owned by us for United States federal income tax purposes, not only because we exercise effective control over the operation of such entities but also because we are entitled to substantially all of their economic benefits, and, as a result, we consolidate their operating results in our consolidated financial statements. For purposes of the PFIC analysis, in general, a non-U.S. corporation is deemed to own its pro rata share of the gross income and assets of any entity in which it is considered to own at least 25% of the equity by value.

For a more detailed discussion of the application of the PFIC rules to us and the consequences to U.S. taxpayers if we were determined to be a PFIC, see “Material Tax Considerations - United States Federal Income Tax Considerations - Passive Foreign Investment Company Considerations” on page 111 of this prospectus.

A determination that Bitcoin is a “security” may adversely affect the value of Bitcoin and our business.

Bitcoin has been the source of much regulatory consternation, resulting in differing definitional outcomes without a single unifying statement. Bitcoin is viewed differently by different regulatory and standards setting organizations globally as well as in the United States on the federal and state levels. For example, in the U.S., the Financial Action Task Force (“FATF”) and the IRS consider Bitcoin as currency or an asset or property. Further, the IRS applies general tax principles that apply to property transactions to transactions involving virtual currency. The U.S. Commodity Futures Trading Commission (“CFTC”) and Hong Kong classify Bitcoin as a commodity. The SEC has also publicly stated that it considers Bitcoin to be a commodity, but that some Digital assets should be categorized as securities. How a Digital asset such as Bitcoin is characterized by a regulator impacts the rules that apply to activities related to that Digital asset.

Any determination by the SEC or any international or state securities regulator asserting that Bitcoin is a security, or a court decision to that effect, would be expected to have an immediate material adverse impact on the trading value of Bitcoin, as well as our business. This is because the business models behind most Digital assets are incompatible with regulations applying to transactions in securities. If Bitcoin is determined or asserted to be a security, it is likely to become difficult or impossible for it to be traded, cleared or custodied through the same channels used by non-security Digital assets, which in addition to materially and adversely affecting the trading value of Bitcoin is likely to significantly impact its liquidity and market participants’ ability to convert it into US dollars and other currencies.

We may be at a higher risk of litigation and other legal proceedings due to heightened regulatory scrutiny of the Cryptocurrency industry, which could ultimately be resolved against us, requiring material future cash payments or charges, which could impair our business, financial condition and results of operations.

The nature and complexity of our business could make it susceptible to various claims, both in litigation and binding arbitration proceedings, legal proceedings and government investigations, due to the heightened regulatory scrutiny following the recent disruptions in the crypto asset markets. We believe that since Cryptocurrency Mining, and the Digital asset industry generally, is a relatively new business sector, it is more likely subject to government investigation and regulatory determination. Any claims, regulatory proceedings or litigation that could arise in the course of our business could have a material adverse effect on our business or operations, or the industry as a whole.

If we were deemed an “investment company” under the Investment Company Act of 1940, applicable restrictions could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business.

An issuer will generally be deemed to be an “investment company” for purposes of the Investment Company Act of 1940 (the “1940 Act”) if:

We believe that we are not and will not be primarily engaged in the business of investing, reinvesting or trading in securities, and we do not hold ourselves out as being engaged in those activities. We intend to hold ourselves out as a Bitcoin Mining business. Accordingly, we do not believe that we are an “orthodox” investment company as described in the first bullet point above.

Furthermore, while certain Cryptocurrencies may be deemed to be securities, we do not believe that certain other Cryptocurrencies, in particular Bitcoin, are securities. Our Mining activities focus on Bitcoin, which we believe should not be treated as an investment security for purposes of the 1940 Act. Therefore, we believe that less than 40% of our total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis will comprise certain other Cryptocurrencies or assets that could be considered investment securities. Accordingly, we do not believe that we are an inadvertent investment company by virtue of the 40% inadvertent investment company test as described in the second bullet point above. However, although the SEC and courts are providing increasing guidance on the treatment of Digital assets for purposes of federal securities law, this continues to be an evolving area of law. Previous statements by the SEC that Bitcoin should not be considered a security are not official policy statements by the SEC and reflect only the speakers’ views, which are not binding on the SEC or any other agency or court. Therefore, it is possible that the SEC or a court could take a position that Bitcoin constitutes an investment security for purposes of the 1940 Act, which might require us to register as an investment company.

If we were to be deemed an inadvertent investment company, we may seek to rely on Rule 3a-2 under the 1940 Act, which allows an inadvertent investment company a grace period of one year from the earlier of (a) the date on which the issuer owns securities and/or cash having a value exceeding 50% of the issuer’s total assets on either a consolidated or unconsolidated basis; or (b) the date on which the issuer owns or proposes to acquire investment securities having a value exceeding 40% of the value of such issuer’s total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. We are putting in place policies that we expect will work to keep the investment securities held by us at less than 40% of our total assets, which may include acquiring assets with our cash, liquidating our investment securities or seeking no-action relief or exemptive relief from the SEC if we are unable to acquire sufficient assets or liquidate sufficient investment securities in a timely manner. As Rule 3a-2 is available to an issuer no more than once every three years, and assuming no other exclusion is available to us, we would have to keep within the 40% limit for at least three years after we cease being an inadvertent investment company. This may limit our ability to make certain investments or enter into joint ventures that could otherwise have a positive impact on our earnings. In any event, we do not intend to become an investment company engaged in the business of investing and trading securities. However, there can be no assurance that we will not be deemed to be an investment company and thereby be subject to the 1940 Act.

Finally, we believe we are not an investment company under Section 3(b)(1) of the 1940 Act because we are primarily engaged in a non-investment company business.

The 1940 Act and the rules thereunder contain detailed parameters for the organization and operations of investment companies. Among other things, the 1940 Act and the rules thereunder limit or prohibit transactions with affiliates, impose limitations on the issuance of debt and equity securities, prohibit the issuance of stock options and impose certain governance requirements. We intend to continue to conduct our operations so that we will not be deemed to be an investment company under the 1940 Act. However, if anything were to happen that would cause us to be deemed to be an investment company under the 1940 Act, requirements imposed by the 1940 Act, including limitations on our capital structure, ability to transact business with affiliates and ability to compensate key employees, could make it impractical for us to continue our business as currently conducted. Compliance with the requirements of the 1940 Act applicable to registered investment companies may make it difficult for us to continue our current operations and in activities related to Bitcoin Mining, and this would materially and adversely affect our business, financial condition and results of operations.

If we were required to register as an investment company but failed to do so, the consequences could be severe. Among the various remedies it may pursue, the SEC may seek an order of a court to enjoin us from continuing to operate as an unregistered investment company. In addition, all contracts that we have entered into in the course of our business, including securities that we have offered and sold to investors, will be rendered unenforceable except to the extent of any equitable remedies that might apply. An affected investor in such case may pursue the remedy of rescission.

If regulatory changes or interpretations of our activities require us to register under the regulations promulgated by FinCEN or FINTRAC, or otherwise under state laws where our Miners are located or under the laws of Canada, where we operate, we may incur significant compliance costs, which could be substantial or cost-prohibitive. If we become subject to these regulations, our costs in complying with them may have a material negative effect on our business and the results of our operations.

The Financial Crimes Enforcement Network of the U.S. Treasury Department (“FinCEN”) and the Federal Bureau of Investigation (“FBI”) have begun to examine the operations of the Bitcoin network, Bitcoin users and the Bitcoin exchange market with a focus on how Bitcoin can be used to launder the proceeds of illegal activities or fund criminal or terrorist enterprises, as well as the safety and soundness of platforms and other service providers that hold Bitcoin and other Digital assets for users.

Cryptocurrencies are treated as “money” by FinCEN, and businesses engaged in the transfer of money or other payment services are subject to registration and licensure requirements at the U.S. federal level and also under U.S. state laws. While FinCEN has issued guidance that Cryptocurrency Mining, without engagement in other activities, generally does not require registration and licensure with FinCEN, this could be subject to change as FinCEN and other regulatory agencies continue their scrutiny of the Bitcoin network and Digital assets generally. To the extent that our business activities cause us to be deemed a “money services business” under the regulations promulgated by FinCEN, we may be required to comply with FinCEN regulations, including those that would mandate us to implement anti-money laundering programs, make certain reports to FinCEN and maintain certain records.

To the extent that our activities would cause us to be deemed a “money transmitter” or equivalent designation, under state law in any state in which we may operate, we may be required to seek a license or otherwise register with a state regulator and comply with state regulations that may include the implementation of anti-money laundering programs, maintenance of certain permissible investments in relation to the customer funds that we hold, recordkeeping and other operational requirements. For example, in August 2015, the New York State Department of Financial Services enacted the first U.S. regulatory framework for licensing participants in “virtual currency business activity.” The regulations, known as the “BitLicense,” are intended to focus on consumer protection and regulate the conduct of businesses that are involved in “virtual currencies” in New York or with New York customers and prohibit any person or entity involved in such activity to conduct activities without a license.

Such additional federal or state regulatory obligations may cause us to incur extraordinary expenses. Furthermore, we may not be capable of complying with certain U.S. federal or state regulatory obligations applicable to money services businesses and money transmitters. If we are deemed to be subject to and determine we are not able to comply with such additional regulatory and registration requirements, we may be forced to dissolve and liquidate.

FINTRAC, the anti-money laundering and anti-terrorist financing regulator in Canada, has already subsumed within its regulatory provisions the transfer of “virtual currencies,” including Bitcoin, in the manner of money service businesses. Consequently, the risk referred to above relating to FinCEN applies in like manner to FINTRAC in Canada. Under Canadian law, a transferor of Cryptocurrencies might be classified as a “reporting entity” according to FINTRAC. Such classification would lead to the transferor having an obligation to report certain transactions and to submit suspicious transaction reports to FINTRAC. We do not believe that we are considered a reporting entity as we do not transfer Cryptocurrency to or for third parties; however, if we became a transferor or were deemed by FINTRAC to be a transferor in the future, we could be required to submit such reports.

The application of the Commodity Exchange Act (“CEA”) and the regulations promulgated thereunder by the Commodity Futures Trading Commission (“CFTC”) to our business is unclear and is subject to change in a manner that is difficult to predict. To the extent we are deemed to be or subsequently become subject to regulation by the CFTC in connection with our business activities, we may incur additional regulatory obligations and compliance costs, which may be significant.

The CFTC has stated and judicial decisions involving CFTC enforcement actions have confirmed that Bitcoin and other Digital assets fall within the definition of a “commodity” under the CEA, and the regulations promulgated by the CFTC thereunder (“CFTC Rules”). As a result, the CFTC has general enforcement authority to police against manipulation and fraud in the spot markets for Bitcoin and other Digital assets. From time to time, manipulation, fraud and other forms of improper trading by other participants involved in the markets for Bitcoin and other Digital assets have resulted in, and may in the future result in, CFTC investigations, inquiries, enforcement action and similar actions by other regulators and government agencies, as well as civil litigation. Such investigations, inquiries, enforcement actions and litigation may cause negative publicity for Bitcoin and other Digital assets, which could adversely impact Mining profitability.

In addition to the CFTC’s general enforcement authority to police against manipulation and fraud in spot markets for Bitcoin and other Digital assets, the CFTC has regulatory and supervisory authority with respect to commodity futures, options and/or swaps (“Commodity Interests”) and certain transactions in commodities offered to retail purchasers on a leveraged, margined or financed basis. Although we do not currently engage in such transactions, changes in our activities, the CEA, CFTC Rules or the interpretations and guidance of the CFTC may subject us to additional regulatory requirements, licenses and approvals which could result in significant increased compliance and operational costs.

Furthermore, trusts, syndicates and other collective investment vehicles operated for the purpose of trading in Commodity Interests may be subject to regulation and oversight by the CFTC and the National Futures Association (“NFA”) as “commodity pools.” If our Mining activities or transactions in Bitcoin and other Digital assets were deemed by the CFTC to involve Commodity Interests and the operation of a commodity pool for our shareholders, we could be subject to regulation as a commodity pool operator and required to register as such. Such additional registrations may result in increased expenses, thereby materially and adversely impacting an investment in our securities. If we determine it is not practicable to comply with such additional regulatory and registration requirements, we may seek to cease our operations. Any such action may adversely affect an investment in our business.

While we are not aware of any provision of the CEA or CFTC Rules currently applicable to the Mining of Bitcoin and other Digital assets, this is subject to change. We cannot be certain how future changes in legislation, regulatory developments or changes in CFTC Rules, interpretations and policy may impact the treatment of Bitcoin and the Mining of Bitcoin. Any resulting requirements that apply to or relate to our Mining activities or our transactions in Bitcoin may cause us to incur additional extraordinary, non-recurring expenses, thereby materially and adversely impacting an investment in our securities.

We are subject to governmental regulation and other legal obligations related to data privacy, data protection and information security. If we are unable to comply with these, we may be subject to governmental enforcement actions, litigation, fines and penalties or adverse publicity.

We collect and process data, including personal, financial and confidential information about individuals, including our employees and business partners. The collection, use, processing and storage of such data about individuals are governed by data privacy laws, regulations, guidelines and rules. We do not currently have any formal data privacy policies and procedures in place and have not completed an assessment of whether we are in compliance with all applicable data privacy laws and regulations. Data privacy laws and regulations are complex, continue to evolve, and on occasion may be inconsistent between jurisdictions leading to uncertainty in interpreting such laws and it is possible that these laws, regulations and requirements may be interpreted and applied in a manner that is inconsistent with our existing information processing practices, and many of these laws are significantly litigated and/or subject to regulatory enforcement. The implication of this includes that various federal, state and foreign legislative or regulatory bodies may enact or adopt new or additional laws and regulations concerning data privacy, data retention, data transfer and data protection. Such laws may continue to add to our compliance costs, restrict or dictate how we collect, maintain, combine and disseminate information and could have a material adverse effect on our business, results of operations, financial condition and prospects.

In the United States, according to the Federal Trade Commission (“FTC”), failure to take appropriate steps to keep consumers’ personal information secure constitutes unfair acts or practices in or affecting commerce in violation of Section 5(a) of the Federal Trade Commission Act, 15 U.S.C. § 45(a). The FTC expects a company’s data security measures to be reasonable and appropriate in light of the sensitivity and volume of consumer information it holds, the size and complexity of its business and the cost of available tools to improve security and reduce vulnerabilities. Individually identifiable health information is considered sensitive data that merits stronger safeguards. State privacy and security laws vary from state to state and, in some cases, can impose more restrictive requirements than U.S. federal law. For example, California enacted the California Consumer Privacy Act (“CCPA”) on June 28, 2018, which went into effect on January 1, 2020. The CCPA creates individual privacy rights for California consumers and increases the privacy and security obligations of entities handling certain personal data. The CCPA provides for civil penalties for violations, as well as a private right of action for data breaches that is expected to increase data breach litigation. Many similar laws have been proposed and/or enacted in other states and at the federal level.

Any actual or perceived failure by us or the third parties with whom we work to comply with data privacy laws, regulations, guidelines, rules or industry standards, or any security incident that results in the unauthorized release or transfer of personally identifiable information, may result in governmental enforcement actions and investigations, including by U.S. federal and state regulatory authorities, fines and penalties, litigation and/or adverse publicity, including by consumer advocacy groups, and could have a material adverse effect on our business, results of operations, financial condition and prospects.

Concerns about greenhouse gas emissions and global climate change may result in environmental taxes, charges, assessments or penalties and could have a material adverse effect on our business, financial condition and results of operations.

The effects of human activity on global climate change have attracted considerable public and scientific attention, as well as the attention of the United States and other foreign governments. Efforts are being made to reduce greenhouse gas emissions, particularly those from coal combustion power plants, some of which plants we may rely upon for power. The added cost of any environmental taxes, charges, assessments or penalties levied on such power plants could be passed on to us, increasing the cost to run our facilities. Any enactment of laws or promulgations of regulations regarding greenhouse gas emissions by the United States, or any domestic or foreign jurisdiction in which we conduct business, could have a material adverse effect on our business, financial condition or results of operations.

Increasing scrutiny and changing expectations from investors, lenders, customers, government regulators and other market participants with respect to our Environmental, Social and Governance (“ESG”) policies may impose additional costs on us or expose us to additional risks.

Certain institutional investors, investor advocacy groups, investment funds, creditors and other influential financial markets participants have become increasingly focused on companies’ ESG practices in evaluating their investments and business relationships, including the impact of Bitcoin Mining operations on the environment. Certain organizations also provide ESG ratings, scores and benchmarking studies that assess companies’ ESG practices. Although there are no universally adopted standards for such ratings, scores or benchmarking studies, they are used by some investors to inform their investment and voting decisions. It is possible that our future shareholders or organizations that report on, rate or score ESG practices will not be satisfied with our ESG strategy or performance. Unfavorable press about or ratings or assessments of our ESG strategies or practices, regardless of whether or not we comply with applicable legal requirements, may lead to negative investor sentiment toward us, which could have a negative impact on our stock price and our access to and cost of capital.

The increased global focus and activism related to ESG may hinder our access to capital, as investors and lenders may reconsider their capital investment allocation as a result of their assessment of our ESG practices. If we do not adapt to or comply with investor, lender or other industry shareholder expectations and standards and potential government regulations, which are evolving but may relate to the suitable deployment of electric power, or if we are perceived to have not responded appropriately to the growing concern for ESG issues, our reputation could suffer which would have a material adverse effect on our business, financial condition and results of operations.

Our compliance and risk management methods might not be effective and may result in outcomes that could adversely affect our operating results and financial condition.

Our ability to comply with applicable complex and evolving laws, regulations and rules is largely dependent on the establishment and maintenance of our compliance, audit and reporting systems, as well as our ability to attract and retain qualified compliance and other risk management personnel. We cannot assure you that our policies and procedures will be effective or that we will be successful in monitoring or evaluating the risks to which we are or may be exposed in all market environments or against all types of risks, including unidentified or unanticipated risks. Our risk management policies and procedures rely on a combination of technical and human controls and supervision that are subject to error and failure. Some of our methods for managing risk are discretionary by nature and are based on internally developed controls and observed historical market behavior, and also involve reliance on standard industry practices. These methods may not adequately prevent losses, particularly as they relate to extreme market movements, which may be significantly greater than historical fluctuations in the market. Our risk management policies and procedures also may not adequately prevent losses due to technical errors if our testing and quality control practices are not effective in preventing failures. In addition, we may elect to adjust our risk management policies and procedures to allow for an increase in risk tolerance, which could expose us to the risk of greater losses.

Fluctuations in exchange rates could have a material adverse effect on our results of operations and the price of our Class A Ordinary Shares.

Our business is conducted in Canada and the United States through our Operating Subsidiaries; therefore, our books and records are reported in Canadian dollars. The financial statements that we file with the SEC and provide to our shareholders are presented in US dollars.

Our reporting currency is the U.S. dollar. The functional currency of our Canadian subsidiary, Coolpad Technologies CA, is the Canadian dollar, Coolpad Technologies CA’s assets and liabilities are expressed in US dollars at the exchange rate on the balance sheet date, which is 0.7385 ,0.7393, 0.6950 and 0.7184 as of March 31, 2024, September 30,2024 , March 31, 2025 and September 30,2025 respectively, shareholders’ equity accounts are translated at historical rates and income and expense items were translated at the average exchange rate during the period, which is 0.7417,0.7319, 0.7190 and 0.7244 for the fiscal years ended March 31, 2024, September 30, 2024, March 31, 2025 and September 30, 2025, respectively. The functional currency of the Company and each other subsidiary is the US dollar.

Future changes in the exchange rate between the Canadian dollar and the US dollar may affect the value of our assets and the results of our operations in US dollars. Any significant revaluation of the Canadian dollar may materially and adversely affect our cash flows, revenue and financial condition.

We cannot assure you that the Canadian dollar to the US dollar will not be changed in the future. If the Canadian dollar suffers devaluation, the Canadian dollar cost of our expenditures denominated in foreign currency may increase. This would in turn adversely affect the operations and profitability of our business.

Risks Related to Our Securities and this Offering

An active trading market for our Class A Ordinary Shares may not be established or, if established, may not continue and the trading price for our Class A Ordinary Shares may fluctuate significantly.

We cannot assure you that a liquid public market for our Class A Ordinary Shares will be established. If an active public market for our Class A Ordinary Shares does not occur following the completion of this offering, the market price and liquidity of our Class A Ordinary Shares may be materially and adversely affected. The public offering price for our Class A Ordinary Shares in this offering was determined by negotiation between us and the underwriter based on several factors, and we can provide no assurance that the trading price of our Class A Ordinary Shares after this offering will not decline below the public offering price. As a result, investors in our Class A Ordinary Shares may experience a significant decrease in the value of their Class A Ordinary Shares.

The dual-class structure of our ordinary shares has the effect of concentrating voting control with those shareholders who hold our Class B Ordinary Shares. This ownership will limit or preclude your ability to influence important corporate matters, which may adversely affect the trading price of our Class A Ordinary Shares.

Each Class B Ordinary Share has ten votes per share and is convertible into one Class A Ordinary Share, whereas each Class A Ordinary Share has one vote per share and is not convertible into Class B Ordinary Shares. Following completion of this offering, giving effect to the sale of the Class A Ordinary Shares being offered hereby, Mr. Sze Wah Sam Cheung, through his control of Prime Palace and his direct ownership of 3,946,474 Class A Ordinary Shares, will control 11,941,176 Class A Ordinary Shares and 8,117,712 Class B Ordinary Shares, together representing approximately 77.60% of the total voting power of our Company, assuming that the underwriters do not exercise their over-allotment option. Because of the disparate voting ratio between our Class B and Class A Ordinary Shares, the holders of our Class B Ordinary Shares could continue to control a majority of the combined voting power of our ordinary shares and therefore control all matters submitted to our shareholders for approval. This concentrated control may limit or preclude your ability to influence corporate matters, including the election of directors, amendments to our organizational documents and any merger, consolidation, sale of all or substantially all of our assets or other major corporate transactions requiring shareholder approval. In addition, this concentrated control may prevent or discourage unsolicited acquisition proposals or offers for our capital shares that you may feel are in your best interest as one of our shareholders. Lastly, any future issuances of Class B Ordinary Shares may be dilutive to holders of Class A Ordinary Shares. As a result, such concentrated control may adversely affect the market price of our Class A Ordinary Shares.

We may not maintain the listing of our Class A Ordinary Shares on the Nasdaq Capital Market, which could limit investors’ ability to make transactions in our Class A Ordinary Shares and subject us to additional trading restrictions.

We intend to list our Class A Ordinary Shares on the Nasdaq Capital Market concurrently with this offering. In order to continue listing our shares on the Nasdaq Capital Market, we must maintain certain financial and share price levels and we may be unable to meet these requirements in the future. We cannot assure you that our shares will continue to be listed on Nasdaq in the future.

If Nasdaq delists our Class A Ordinary Shares and we are unable to list our shares on another national securities exchange, we expect that our Class A Ordinary Shares could be quoted on an over-the-counter market in the United States. If this were to occur, we could face significant material adverse consequences, including:

As long as our Class A Ordinary Shares are listed on Nasdaq, U.S. federal law prevents or preempts states from regulating their sale. However, the law does allow states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then states can regulate or bar their sale. Further, if we are no longer listed on Nasdaq, we would be subject to regulations in each state in which we offer our shares.

Because we do not expect to pay dividends in the foreseeable future, you must rely on price appreciation of our Class A Ordinary Shares for a return on your investment.

We currently intend to retain all of our available funds and any future earnings after this offering to fund the development and growth of our business. As a result, we do not expect to pay any cash dividends in the foreseeable future. Therefore, you should not rely on an investment in our Class A Ordinary Shares as a source for any future dividend income. Our board of directors has complete discretion as to whether to distribute dividends. Even if our board of directors decides to declare and pay dividends, the timing, amount, and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions, and other factors as determined by our board of directors. Accordingly, the return on your investment in our Class A Ordinary Shares will likely depend entirely upon any future price appreciation of our Class A Ordinary Shares. There is no guarantee that our Class A Ordinary Shares will appreciate in value after this offering or even maintain the price at which you purchased our shares. You may not realize a return on your investment in our Class A Ordinary Shares and you may even lose your entire investment.

Our Class A Ordinary Shares may trade below their offering price and may be subject to rapid and substantial price volatility unrelated to our performance, which could result in substantial losses to investors.

We cannot predict the prices at which our Class A Ordinary Shares will trade. The initial public offering price of our Class A Ordinary Shares will be determined by negotiations between us and the underwriter of this offering and may not bear any relationship to the market price at which our Class A Ordinary Shares will trade after this offering or to any other established criterion of the value of our business and prospects.

Our Class A Ordinary Shares also may be subject to rapid and substantial price volatility and their trading price could fluctuate widely due to factors beyond our control. Upon the consummation of this offering, we will have a relatively small public float due to the relatively small size of this offering, and the concentrated ownership of our Class A Ordinary Shares among our executive officers and directors. As a result of our small public float, our Class A Ordinary Shares may be less liquid and have greater stock price volatility than the shares of companies with broader public ownership. In addition to market and industry factors, the price and trading volume for our Class A Ordinary Shares may be highly volatile for factors specific to our Operating Subsidiaries’ operations, including the following:

Any of these factors may result in significant and sudden changes in the volume and price at which our shares will trade.

In addition, the stock price of a number of companies involved in initial public offerings, particularly among companies with relatively smaller public floats, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of these companies. Such rapid and substantial price volatility, including any stock run-up, may be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our stock. This volatility may prevent you from being able to sell your securities at or above the price you paid for your securities. If the market price of our Class A Ordinary Shares after this offering does not exceed the initial public offering price, you may not realize any return on your investment in us and may lose some or all of your investment.

Furthermore, in the past, shareholders of public companies have often brought securities class action suits against those companies following periods of instability in the market price of their securities. If we were involved in a class action suit, it could divert a significant amount of our management’s attention and other resources from our business and operations and require us to incur significant expenses to defend the suit, which could harm our results of operations. Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material adverse effect on our financial condition and results of operations.

Nasdaq may apply additional and more stringent criteria for our continued listing.

Nasdaq Listing Rule 5101 provides Nasdaq with broad discretionary authority over the initial and continued listing of securities in Nasdaq and Nasdaq may use such discretion to deny initial listing, apply additional or more stringent criteria for the initial or continued listing of particular securities, or suspend or delist particular securities based on any event, condition, or circumstance that exists or occurs that makes initial or continued listing of the securities on Nasdaq inadvisable or unwarranted in the opinion of Nasdaq, even though the securities meet all enumerated criteria for initial or continued listing on Nasdaq. In addition, Nasdaq has used its discretion to deny initial or continued listing or to apply additional and more stringent criteria in the instances, including but not limited to where the company engaged an auditor that has not demonstrated sufficient resources, geographic reach, or experience to adequately perform the company’s audit; (ii) where a company planned a small public offering, which would result in insiders holding a large portion of the company’s listed securities, Nasdaq was concerned that an offering size was insufficient to establish the company’s initial valuation, and there would not be sufficient liquidity to support a public market for the company; and (iii) where the company did not demonstrate sufficient nexus to the U.S. capital market, including having no U.S. shareholders, operations or members of the board of directors or management. We may be subject to the additional and more stringent criteria of Nasdaq for our continued listing, which might cause delay or even denial of our listing application for our Class A Ordinary Shares.

We currently report our financial results under IFRS, which differs in certain significant respects from U.S. GAAP.

We report our financial statements under IFRS. There are and there may in the future be certain significant differences between IFRS and U.S. GAAP. As a result, our financial information and reported earnings for historical or future periods could be significantly different if they were prepared in accordance with U.S. GAAP. In addition, we do not intend to provide a reconciliation between IFRS and U.S. GAAP unless it is required under applicable law. As a result, you may not be able to meaningfully compare our financial statements under IFRS with those companies that prepare their financial statements under U.S. GAAP.

The sole director of our Controlling Shareholder will continue to have significant influence over us after this offering, including control over decisions that require the approval of holders of our Class A Ordinary Shares.

Sze Wah Sam Cheung, one of our Executive Directors, is currently the beneficial owner of 13,191,176 Class A Ordinary Shares and 8,117,712 Class B Ordinary Shares, which represent approximately 81.2% of the issued and outstanding Class A Ordinary Shares and 81.2% of the issued and outstanding Class B Ordinary Shares or 81.2% of the total aggregate voting power. Mr. Cheung will beneficially own approximately 77.60% of the total voting power of the Company’s issued and outstanding share capital immediately following this offering, assuming that the underwriters do not exercise their over-allotment option. Therefore, Mr. Cheung will continue to be able to exert significant voting influence over our business, including decisions regarding mergers, consolidations and the sale of all or substantially all of our assets, the election of directors and other significant corporate actions. These actions may be taken even if they are opposed by our other shareholders, including those who purchase Class A Ordinary Shares in this offering. Moreover, this concentration of ownership may discourage, delay or prevent a change in control of the Company, which could deprive our shareholders of an opportunity to receive a premium for their shares as part of a sale of the Company and might have an adverse effect on the price of our Class A Ordinary Shares. Mr. Cheung may have interests that are different from yours and may vote in a way with which you disagree and that may be adverse to your interests.

Our officers and directors presently have, and any of them in the future may have, additional fiduciary or contractual obligations to another entity, Coolpad Group Limited, and, accordingly, may have conflicts of interest in allocating their time between us and Coolpad Group Limited.

Mr. Chen and Mr. Ma, our Chief Executive Officer and Chief Financial Officer, respectively, are also executive officers and directors of Coolpad Group Limited. Each have committed in their service contract with the Company to devote not less than 40 hours a week to the operations and/or management of the Group, as the case may be. There may be a conflict of interest between their fiduciary duties and contractual obligations to Coolpad Group Limited and their duties and obligations to our Company and they may prioritize the other company’s interests over ours, including the amount of time devoted to each company’s affairs. Each of our officers and directors in the future may have additional fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which, among other things, such officer or director may be required to dedicate a greater portion of their time to such entity than they devote to our Company. See “Management - Conflict of Interest,” on page 95 of this prospectus.

Our officers and directors are not required to commit their full time to our affairs and will allocate their time to other businesses. We presently expect each of our employees to devote such amount of time as they reasonably believe is necessary to our business (which could range from only a few hours a week to a majority of their time, depending on the operational business circumstances at hand). The past successes of our executive officers and directors do not guarantee that we will continue to have successful operations.

Because our public offering price per Class A Ordinary Share is substantially higher than our book value per share, you will experience immediate and substantial dilution.

If you purchase Class A Ordinary Shares in this offering, you will pay substantially more than our net tangible book value per Class A Ordinary Share. As a result, you will experience immediate and substantial dilution of US$4.00 per share, representing the difference between our as adjusted net tangible book value per Class A Ordinary Share of US$0.50 as of September 30, 2025, after giving effect to the net proceeds to us from this offering, assuming no change to the number of Class A Ordinary Shares offered by us as set forth on the cover page of this prospectus and an assumed public offering price of US$4.50 per share, which is the mid-point of the public offering price range. See “Dilution” for a more complete description of how the value of your investment in our Class A Ordinary Shares will be diluted upon the completion of this offering.

As an exempted company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from Nasdaq Capital Market corporate governance listing standards. These practices may afford less protection to shareholders than they would enjoy if we complied fully with Nasdaq Capital Market corporate governance listing standards.

As a foreign private issuer that has applied to list our Class A Ordinary Shares on the Nasdaq Capital Market, we rely on a provision in the Nasdaq Capital Market corporate governance listing standards that allows us to follow Cayman Islands law with regard to certain aspects of corporate governance. This allows us to follow certain corporate governance practices that differ in significant respects from the corporate governance requirements applicable to U.S. companies listed on the Nasdaq Capital Market.

For example, we are exempt from Nasdaq Capital Market regulations that require a listed U.S. company to:

As a foreign private issuer, we are permitted to follow home country practice in lieu of the above requirements. Our audit committee is required to comply with the provisions of Rule 10A-3 of the Exchange Act, which is applicable to U.S. companies listed on the Nasdaq Capital Market. Therefore, we intend to have a fully independent audit committee upon effectiveness of the registration statement of which this prospectus is a part, in accordance with Rule 10A-3 of the Exchange Act. However, because we are a foreign private issuer, our audit committee is not subject to additional Nasdaq Capital Market corporate governance requirements applicable to listed U.S. companies, including the requirements to have a minimum of three members and to affirmatively determine that all members are “independent,” using more stringent criteria than those applicable to us as a foreign private issuer.

Further, because we are a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including:

We will be required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, we intend to publish our financial results on a semi-annual basis through press releases distributed pursuant to the rules and regulations of the Nasdaq Capital Market. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information that would be made available to you if you were investing in a U.S. domestic issuer.

We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses to us.

As discussed above, we are a foreign private issuer and, therefore, we are not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act. The determination of foreign private issuer status is made annually on the last Business Day of an issuer’s most recently completed second fiscal quarter, and, accordingly, the next determination will be made with respect to us on September 30, 2026. In the future, we would lose our foreign private issuer status if: (i) more than 50% of our outstanding voting securities are owned by U.S. residents; and (ii) a majority of our directors or executive officers are U.S. citizens or residents, or we fail to meet additional requirements necessary to avoid the loss of foreign private issuer status. If we were to lose our foreign private issuer status, we would be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which are more detailed and extensive than the forms available to a foreign private issuer. We would also have to comply with U.S. federal proxy requirements and our 10% shareholders who are not officers or directors would no longer be exempt from Section 16(a) reporting requirements. In addition, we would lose our ability to rely upon exemptions from certain corporate governance requirements under the listing rules of Nasdaq. As a U.S. listed public company that is not a foreign private issuer, we would incur significant additional legal, accounting, and other expenses that we do not incur as a foreign private issuer.

We will incur significantly increased costs and devote substantial management time as a result of the listing of our Class A Ordinary Shares on the Nasdaq Capital Market.

We will incur additional legal, accounting and other expenses as a public reporting company, particularly after we cease to qualify as an emerging growth company. For example, we will be required to comply with the additional requirements of the rules and regulations of the SEC and Nasdaq rules, including applicable corporate governance practices. We expect that compliance with these requirements will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. In addition, we expect that our management and other personnel will need to divert attention from operational and other business matters to devote substantial time to these public company requirements. We cannot predict or estimate the number of additional costs we may incur as a result of becoming a public company or the timing of such costs.

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs, and making some activities more time-consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidelines are provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance 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 their application and practice, regulatory authorities may also initiate legal proceedings against us, and our business may be adversely affected.

You may have more difficulties protecting your interests than you would as a shareholder of a U.S. corporation.

We are an exempted company incorporated under the laws of the Cayman Islands with limited liability. Our corporate affairs are governed by our Amended and Restated Memorandum and Articles of Association, the Companies Act and the common law of the Cayman Islands. The rights of shareholders to take action against our directors and us, actions by minority shareholders and the fiduciary duties of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of our shareholders and the fiduciary duties of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a less developed body of securities laws than the United States. Some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands. In addition, Cayman Islands companies may not have the standing to initiate a shareholder derivative action in a federal court of the United States.

Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to obtain copies of the register of members or corporate records of the company. They will, however, have such rights as may be set out in the company’s articles of association. A Cayman Islands exempted company may maintain its principal register of members and any branch registers in any country or territory, whether within or outside the Cayman Islands, as the company may determine from time to time. There is no requirement for an exempted company to make any returns of members to the Registrar of Companies in the Cayman Islands. The names and addresses of the members are, accordingly, not a matter of public record and are not available for public inspection. However, an exempted company shall make available at its registered office, in electronic form or any other medium, such register of members, including any branch register of member, as may be required of it upon service of an order or notice by the Tax Information Authority pursuant to the Tax Information Authority Act (2013 Revision) of the Cayman Islands. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder resolution or to solicit proxies from other shareholders in connection with a proxy contest.

Certain corporate governance practices in the Cayman Islands, which is our home country, may differ significantly from requirements for companies incorporated in other jurisdictions such as U.S. states. Currently, we plan to rely on home country practice with respect to certain corporate governance matters. Accordingly, our shareholders may be afforded less protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers.

As a result of all of the above, shareholders may have more difficulty in protecting their interests in the face of actions taken by our management, members of our board of directors or our Controlling Shareholder than they would as shareholders of a company incorporated in a U.S. state. For a discussion of significant differences between the provisions of the Companies Act and the laws applicable to companies incorporated in a U.S. state and their shareholders, see “Description of Share Capital — Differences in Corporate Law” on page 104 of this prospectus.

Certain judgments obtained against us by our shareholders may not be enforceable.

We are a Cayman Islands exempted company and a large portion of our assets are located outside of the United States. In addition, all of our current directors and officers are nationals and residents of countries other than the United States and substantially all of the assets of these persons are located outside the United States. As a result, it may be difficult for a shareholder to effect service of process within the United States upon these persons or to enforce against us or them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands may render you unable to enforce a judgment against our assets or the assets of our directors and officers. For more information regarding the relevant laws of the Cayman Islands, see “Enforceability of Civil Liabilities” on page 48 of this prospectus. As a result of all of the above, our shareholders may have more difficulties in protecting their interests through actions against us or our officers, directors or major shareholders than would shareholders of a corporation incorporated in a jurisdiction in the United States.

Our executive management’s day-to-day management activities are principally conducted outside of mainland China and Hong Kong. Our Chief Executive Officer, Mr. Jiajun Chen, and our President, Mr. Sze Wah Sam Cheung, are Canadian nationals who are primarily based outside mainland China and Hong Kong. They dedicate the vast majority of their time to traveling internationally and managing business affairs across key global markets, including the United States, Singapore, Japan and Canada. Furthermore, among our independent non-executive directors, Ms. Cynthia Sin Yee Cheung is an Australian national. This globally distributed management structure significantly mitigates our reliance on any single geographic region.

However, investors should note that certain of our officer and directors maintain ties to mainland China or Hong Kong. Specifically, our Chief Financial Officer, Mr. Fei Ma, is a PRC national who spends a significant portion of his time in Hong Kong, and two of our independent non-executive directors, Ms. Guan Wang and Mr. Kingyin Wong, hold Hong Kong passports. As advised by our PRC counsel, Lifang & Partners Shenzhen Office and Hong Kong counsel, Robertsons, respectively, the United States does not have treaties providing for the reciprocal recognition and enforcement of judgments of courts with the PRC or Hong Kong in civil and commercial matters.

As a result of this lack of reciprocity, if any of these specific individuals are served with process, or if shareholders seek to enforce judgments obtained in United States courts against them or their assets located in mainland China or Hong Kong, shareholders will face significant legal hurdles. Effecting service of process or enforcing such judgments may require initiating new legal proceedings or undergoing complex, uncertain judicial recognition processes in these local jurisdictions, which inherently impose substantial time constraints and prohibitive financial costs on investors.  For more information regarding the relevant laws of the United States, Hong Kong and the PRC, see “Enforceability of Civil Liabilities” on page 48 of this prospectus.

We are an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements.

We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various requirements applicable to other public companies that are not emerging growth companies including, most significantly, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act for so long as we are an emerging growth company. As a result, if we elect not to comply with such auditor attestation requirements, our investors may not have access to certain information they may deem important.

The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. However, the extended transition period under the JOBS Act for complying with new or revised accounting standards is not applicable to us since we report under IFRS.

If securities or industry analysts do not publish research or publish unfavorable or inaccurate research about our business or about the business of Cryptocurrency Mining in general, the market price and trading volume of our Class A Ordinary Shares could decline.

The market price and trading volume of our Class A Ordinary Shares following the completion of this offering will be heavily influenced by the way analysts interpret our financial information and other disclosures and by reports that industry or securities analysts publish about our business or the Cryptocurrency Mining business in general. We do not have control over these analysts. If few securities analysts commence coverage of us or if securities or industry analysts cease coverage of us, downgrade our Class A Ordinary Shares or publish negative reports about our business or the business of Cryptocurrency Mining in general, the trading price and trading volume of our Class A Ordinary Shares could decline.

The sale or availability for sale of substantial amounts of our Class A Ordinary Shares could adversely affect their market price.

Sales of substantial amounts of our Class A Ordinary Shares in the public market after the completion of this offering, or the perception that these sales could occur, could adversely affect the market price of our Class A Ordinary Shares, and could materially impair our ability to raise capital through equity offerings in the future. Prior to the sale of our Class A Ordinary Shares in this offering, we have 16,250,000 Class A Ordinary Shares issued and outstanding. The Class A Ordinary Shares sold in this offering will be freely tradable without restriction or further registration under the Securities Act, and Class A Ordinary Shares held by our existing shareholders may also be sold in the public market in the future, subject to the restrictions in Rule 144 and Rule 701 under the Securities Act and applicable lock-up agreements. There will be 20,000,000 Class A Ordinary Shares outstanding immediately after this offering assuming the underwriters do not exercise their overallotment option. In connection with this offering, our directors and officers named in the section “Management” and certain shareholders have agreed not to sell any securities until 180 days after the effective date of the registration statement of which this prospectus is a part without the prior written consent of the underwriter (save for the Class A Ordinary Shares offered by the Selling Shareholder in this offering). However, the underwriter may release these securities from these restrictions at any time. We cannot predict what effect, if any, market sales of securities held by our Controlling Shareholder or any other shareholder or the availability of these securities for future sale will have on the market price of our Class A Ordinary Shares. See “Shares Eligible for Future Sale” and “Underwriting” on pages 113 and 114, respectively, of this prospectus for a more detailed description of the restrictions on selling our securities after this offering.

Short selling may drive down the market price of our Class A Ordinary Shares.

Short selling is the practice of selling shares that the seller does not own but rather has borrowed from a third party with the intention of buying identical shares back at a later date to return to the lender. The short seller hopes to profit from a decline in the value of the shares between the sale of the borrowed shares and the purchase of the replacement shares, as the short seller expects to pay less in that purchase than it received in the sale. As it is in the short seller’s interest for the price of the shares to decline, many short sellers publish, or arrange for the publication of, negative opinions and allegations regarding the relevant issuer and its business prospects in order to create negative market momentum and generate profits for themselves after selling the shares short. These short attacks have, in the past, led to the selling of shares in the market. If we were to become the subject of any unfavorable publicity, whether such allegations are proven to be true or untrue, we could have to expend a significant amount of resources to investigate such allegations and/or defend ourselves. While we would strongly defend against any such short seller attacks, we may be constrained in the manner in which we can proceed against the relevant short seller by principles of freedom of speech, applicable state law or issues of commercial confidentiality.

You must rely on the judgment of our management as to the uses of the net proceeds from this offering, and such uses may not produce income or increase our share price.

We plan to use the net proceeds of this offering primarily as follows: (i) approximately 60% for the purchase of Bitcoin Mining equipment for use in additional hosted Mining facilities, for Bitcoin and for the execution of our expansion plan, which includes the acquisition and development of proprietary Mining facilities and investment in critical power and information technology infrastructure; (ii) approximately 20% to procure high-performance Bitcoin mining rigs to upgrade and scale our overall computational power; and (iii) approximately 20% for general working capital. However, our actual use of the net proceeds may vary substantially from the uses contemplated herein and you may not agree with management’s choices in that regard. We will not receive any of the proceeds from the sale of the Selling Shareholder’s shares through the underwriter. In addition, such uses may not produce income or increase our share price. See “Use of Proceeds” on page 50 of this prospectus.

Perception of continuing Hong Kong related risks and potential future exposure if operations resume in Hong Kong or the PRC

Given our historical ties to Hong Kong and the PRC and the heightened regulatory and political sensitivity surrounding issuers with any PRC-related nexus, we may continue to face increased scrutiny from regulators and investors, and negative market sentiment toward PRC or Hong Kong related companies could adversely affect the trading price and liquidity of our Class A Ordinary Shares, even though we no longer maintain operations in Hong Kong or the PRC. If in the future we re-establish operations, assets or subsidiaries in Hong Kong or the PRC, the legal, regulatory and political risks associated with operating in those jurisdictions, including potential intervention or oversight by PRC authorities, could again become applicable to our business and could materially and adversely affect our operations, financial condition and the value of our Class A Ordinary Shares.

You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions in Hong Kong against us or our management named in this prospectus based on Hong Kong laws.

Investors should note that certain of our officer and directors maintain ties to mainland China or Hong Kong. Specifically, our Chief Financial Officer, Mr. Fei Ma, is a PRC national who spends a significant portion of his time in Hong Kong, and two of our independent non-executive directors, Ms. Guan Wang and Mr. Kingyin Wong, hold Hong Kong passports. The United States does not have treaties providing for the reciprocal recognition and enforcement of judgments of courts with the PRC or Hong Kong in civil and commercial matters.

You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions in Hong Kong against us or our Mr. Fei Ma, Ms. Guan Wang and Mr. Kingyin Wong, as judgments entered in the United States can be enforced in Hong Kong only at common law. If you want to enforce a judgment of the United States in Hong Kong, it must be a final judgment conclusive upon the merits of the claim, for a liquidated amount in a civil matter and not in respect of taxes, fines, penalties or similar charges, the proceedings in which the judgment was obtained must not be contrary to natural justice and the enforcement of the judgment must not be contrary to public policy of Hong Kong. Such a judgment must be for a fixed sum and must also come from a “competent” court as determined by the private international law rules applied by the Hong Kong courts. For more information regarding the relevant laws of the Cayman Islands and Hong Kong, see “Enforceability of Civil Liabilities” on page 48  of this prospectus.

ENFORCEABILITY OF CIVIL LIABILITIES

Our Company is an exempted company incorporated with limited liability under the laws of the Cayman Islands. We are incorporated in the Cayman Islands because of certain benefits associated with being a Cayman Islands company, such as political and economic stability, an effective judicial system, a favorable tax system, the absence of foreign exchange control or currency restrictions and the availability of professional and support services. However, the Cayman Islands has a less developed body of securities laws as compared to the United States and provides less protection for investors. In addition, Cayman Islands companies may not have standing to sue before the U.S. federal courts.

Our Miners are located in the United States and Canada. Our Bitcoin rewards and transaction fees are paid directly to our Operating Subsidiaries in Canada and the United States. In addition, our senior executive officers are located in Hong Kong for a significant portion of the time and are Hong Kong, Canadian or PRC nationals. As a result, it may be difficult for our shareholders to effect service of process upon us or those persons or to enforce in Hong Kong any judgment obtained in a U.S. court against us or any of such persons, including judgments based upon the civil liability provisions of the U.S. securities laws or any U.S. state or territory.

We have appointed Puglisi & Associates, 850 Library Avenue, Suite 204, Newark, Delaware 19711 as our agent upon whom process may be served in any action brought against us under the securities laws of the United States.

Cayman Islands

Conyers Dill & Pearman, our counsel as to Cayman Islands law, has advised us that there is uncertainty as to whether the courts of the Cayman Islands would (i) recognize or enforce judgments of the U.S. courts obtained against us or our directors or executive officers that are predicated upon the civil liability provisions of the U.S. securities laws or any U.S. state; or (ii) entertain original actions brought in the Cayman Islands against us or our directors or executive officers that are predicated upon the U.S. securities laws or the securities laws of any U.S. state.

We have been advised by Conyers Dill & Pearman that although there is no statutory enforcement in the Cayman Islands of judgments obtained in the federal or state courts of the United States (and the Cayman Islands are not a party to any treaties for the reciprocal enforcement or recognition of such judgments), the courts of the Cayman Islands would recognize as a valid judgment, a final and conclusive judgment in personam obtained in the federal or state courts of the United States against the Company under which a sum of money is payable (other than a sum of money payable in respect of multiple damages, taxes or other charges of a like nature or in respect of a fine or other penalty) or, in certain circumstances, an in personam judgment for non-monetary relief, and would give a judgment based thereon provided that (a) such courts had proper jurisdiction over the parties subject to such judgment; (b) such courts did not contravene the rules of natural justice of the Cayman Islands; (c) such judgment was not obtained by fraud; (d) the enforcement of the judgment would not be contrary to the public policy of the Cayman Islands; (e) no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands. However, the Cayman Islands courts are unlikely to enforce a judgment obtained from United States courts under civil liability provisions of the U.S. federal securities law if such judgment is determined by the courts of the Cayman Islands to give rise to obligations to make payments that are penal or punitive in nature. Because such a determination has not yet been made by a court of the Cayman Islands, it is uncertain whether such civil liability judgments from U.S. courts would be enforceable in the Cayman Islands. A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

Canada

We have been advised by our Canadian counsel, Aird & Berlis LLP, that the Cayman Islands and Canada are not parties to any treaties for the reciprocal enforcement or recognition of judgments. However, judgments of the Cayman Islands Grand Court (each, a “Judgment”) nevertheless may be enforced in Canada under the following circumstances: in any proceeding in a court of competent jurisdiction in the Province of Ontario, the Province of Manitoba or a federally constituted court in Canada (a “Canada Court”) for the enforcement of the Judgment, the Canada Court would apply the laws of the Cayman Islands (“Cayman Islands Law”), in accordance with the parties’ choice of Cayman Islands Law, to all issues that are to be determined in accordance with Cayman Islands Law as the chosen law of the contract, provided that: (i) the parties’ choice of Cayman Islands Law is bona fide and legal and there is no reason for avoiding the choice on the grounds of public policy, as such term is interpreted under the laws of Canada (“Canadian Public Policy”); and (ii) in any such proceeding, and notwithstanding the parties’ choice of law, the Canada Court will: (a) not take judicial notice of the provisions of Cayman Islands Law but only apply such provisions if they are pleaded and proven by expert testimony, (b) not apply any Cayman Islands Law and will apply the laws of Canada to matters that would be characterized under the laws of Canada as procedural, (c) apply provisions of the laws of Canada that have overriding effect, (d) not apply any Cayman Islands Law if such application would be characterized under the laws of Canada as the direct or indirect enforcement of a foreign revenue, expropriation, penal or other public law or if its application would be contrary to Canadian Public Policy and (e) not enforce the performance of any obligation that is illegal under the laws of any jurisdiction in which the obligation is to be performed. A Canada Court would render a judgment based on a final and conclusive in personam judgment of the Cayman Islands Grand Court for a sum certain, obtained with respect to a claim arising out of the Judgment of the Cayman Islands Grand Court without reconsideration of the merits, provided that an action to enforce the Cayman Islands Judgment must be commenced in the Canada Court within any applicable limitation period; the Canada Court has the discretion to stay or decline to hear an action on the Cayman Islands Judgment if that judgment is under appeal or there is another subsisting judgment in any jurisdiction relating to the same cause of action, the Canada Court will render judgment only in Canadian dollars; and, an action in the Canada Court on the Cayman Islands Judgment may be affected by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally; and the Cayman Islands Judgment is subject to a defense if it was obtained by fraud or in a manner contrary to the principles of natural justice, is for a claim that under Canadian law would be characterized as based on foreign revenue, expropriation, penal or other public law, is contrary to Canadian Public Policy or to an order made by the Attorney General of Canada under the Foreign Extraterritorial Measures Act (Canada) or by the Competition Tribunal under the Competition Act (Canada) in respect of certain judgments referred to in those statutes, or has been satisfied or is void under Cayman Islands Law. Aird & Berlis LLP has also advised that any waiver of jury trial would also be effective in any legal action in Canada in respect of the enforcement of the Cayman Islands Judgment.

We have been further advised by Aird & Berlis LLP that, while there is no treaty for the reciprocal enforcement or recognition of judgments between Canada and the United States, the principles set out above would apply in equal measure to the enforcement of U.S. judgments in Canada. However, certain provinces of Canada, including particularly, Manitoba, where a number of our Miners are located, have reciprocal enforcement treaties with Washington State and with the state of Idaho.

Hong Kong

Certain of our officer and directors maintain ties to mainland China or Hong Kong. Specifically, our Chief Financial Officer, Mr. Fei Ma, is a PRC national who spends a significant portion of his time in Hong Kong, and two of our independent non-executive directors, Ms. Guan Wang and Mr. Kingyin Wong, hold Hong Kong passports. As advised by our PRC counsel and Hong Kong counsel respectively, the United States does not have treaties providing for the reciprocal recognition and enforcement of judgments of courts with the PRC or Hong Kong in civil and commercial matters.

Our counsel as to the laws of Hong Kong, Robertsons, has advised us that there is uncertainty as to whether the courts of Hong Kong would (i) recognize or enforce judgments of U.S. courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States; or (ii) entertain original actions brought in Hong Kong against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

A judgment of a court in the United States predicated upon U.S. federal or state securities laws may be enforced in Hong Kong at common law by bringing an action in a Hong Kong court on that judgment for the amount due thereunder, and then seeking summary judgment on the strength of the foreign judgment, provided that the foreign judgment, among other things, is (i) for a debt or a definite sum of money (not being taxes or similar charges to a foreign government taxing authority or a fine or other penalty); and (ii) final and conclusive on the merits of the claim, but not otherwise. Such a judgment may not, in any event, be so enforced in Hong Kong if (a) it was obtained by fraud; (b) the proceedings in which the judgment was obtained were opposed to natural justice; (c) its enforcement or recognition would be contrary to the public policy of Hong Kong; (d) the court of the United States was not jurisdictionally competent, or (e) the judgment was in conflict with a prior Hong Kong judgment.

Hong Kong has no arrangement for the reciprocal enforcement of judgments with the United States. As a result, there is uncertainty as to the enforceability in Hong Kong, in original actions or in actions for enforcement, of judgments of U.S. courts of civil liabilities predicated solely upon the federal securities laws of the United States or the securities laws of any state or territory within the United States.

The PRC

There is uncertainty as to whether the courts of the PRC would: (i) recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States; or (ii) entertain original actions brought in the PRC to impose liabilities against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States, so far as the liabilities imposed by those provisions are penal in nature. Furthermore, we have been advised by Lifang & Partners, Shenzhen Office that, as of the date of this prospectus, no treaty or other form of reciprocity exists between the Cayman Islands and China governing the recognition and enforcement of judgments.

We have further been advised that the recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedure Law. Chinese courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedure Law based either on treaties between China and the country where the judgment is made or on principles of reciprocity between jurisdictions. We understand that under Chinese law, courts in China will not recognize or enforce a foreign judgment against us or our directors and officers if they decide that the judgment violates the basic principles of Chinese law or national sovereignty, security or social public interest. As there exists no treaty or other form of reciprocity between China and the United States governing the recognition and enforcement of judgments as of the date of this prospectus, including those predicated upon the liability provisions of the United States federal securities laws, there is uncertainty whether and on what basis a Chinese court would enforce judgments rendered by United States courts. In addition, because there is no treaty or other form of reciprocity between the Cayman Islands and China governing the recognition and enforcement of judgments as of the date of this prospectus, there is further uncertainty as to whether and on what basis a PRC court would enforce judgments rendered by a Cayman Islands court.

DETERMINATION OF OFFERING PRICE

Prior to this offering, there has not been a public market for our securities in the U.S., and the public offering price for our Class A Ordinary Shares will be determined through negotiations between the Company and the underwriter. Among the factors to be considered in these negotiations will be prevailing market conditions, our financial information, market valuations of other companies that the Company and the underwriter believe to be comparable to us, estimates of our business potential, the present state of our development and other factors deemed relevant.

We offer no assurances that the initial public offering price will correspond to the price at which our Class A Ordinary Shares will trade in the public market subsequent to this offering or that an active trading market for our Class A Ordinary Shares will develop and continue after this offering.

USE OF PROCEEDS

If the underwriters do not exercise their over-allotment option, we expect to receive approximately US$[●] of net proceeds from this offering, based on the public offering price of US$4.50 per Class A Ordinary Share, after deducting underwriting discounts and commissions of US$$1,265,625, a non-accountable expense allowance to the underwriters of US$168,750 and estimated offering expenses of approximately US$[●] payable by us. If the underwriters exercise their over-allotment option in full, we expect to receive approximately US$[●] of net proceeds from this offering after deducting underwriting discounts and commissions of US$1,455,469, a non-accountable expense allowance to the underwriter of US$194,063 and estimated offering expenses of approximately US$[●]. We will not receive any proceeds from the sale of the Class A Ordinary Shares by the Selling Shareholder.

We currently intend to use the net proceeds received from this offering primarily as follows:

Following consummation of this offering, we intend to expand and evolve our business model by utilizing a portion of the net proceeds to purchase Bitcoin Miners directly. This strategic shift to a hybrid model, incorporating both owned and leased Miners, is intended to provide us with greater operational flexibility. Our current leasing fees are variable and fluctuate based on the daily market price of Bitcoin. By purchasing Miners, we can convert a portion of our variable operating expenses into a fixed, depreciating capital cost. This creates a more stable and predictable cost base for our owned assets, providing greater flexibility in financial planning and managing profitability during periods of Bitcoin price volatility, and long-term control over our Mining assets. With owned assets, we gain direct control over maintenance schedules, hardware modifications and end-of-life decisions, such as resale or disposal.

In addition to purchasing Miners, our growth strategy includes enriching and diversifying our business model by expanding into the ownership and operation of proprietary Bitcoin Mining facilities. This plan is expected to be executed over approximately the two years following completion of this offering. We believe that this pivotal shift from our historical asset-light hosting model to a vertically integrated strategy will provide greater operational control and improved long-term profitability.

The foregoing represents our current intentions based upon our present plans and business conditions to use and allocate the net proceeds of this offering. Management, however, will have significant flexibility and discretion to apply the net proceeds of this offering. To the extent that the net proceeds we receive from this offering are not immediately used for the above purposes, we intend to invest our net proceeds in short-term, interest-bearing bank deposits or debt instruments.

DIVIDEND POLICY

We have never declared or paid cash dividends to our shareholders, and we do not intend to pay cash dividends in the foreseeable future. We intend to reinvest any earnings in developing and expanding our business. Any future determination relating to our dividend policy will be at the discretion of our board of directors and will depend on a number of factors, including future earnings, our financial condition, operating results, contractual restrictions, capital requirements, business prospects, strategic goals and plans to expand our business, applicable law and other factors that our board of directors may deem relevant. If the Company determines to pay dividends in the future, such dividends would be paid by the Company to holders of Class A Ordinary Shares, including U.S. investors, through the Company's transfer agent, paying agent or other customary payment channels, subject to applicable law, including Cayman Islands law requirements that dividends may be paid only out of legally available funds and only if the Company remains able to pay its debts as they fall due in the ordinary course of business.

Under Cayman Islands law, dividends may be declared and paid only out of funds legally available therefor, namely, out of either profit or our share premium account, and provided further that a dividend may not be paid if the payment would result in the Company being unable to pay its debts as they fall due in the ordinary course of business.

(See “Risk Factors - Risks Related to our Securities and this Offering - Because we do not expect to pay dividends in the foreseeable future, you must rely on price appreciation of our Class A Ordinary Shares for a return on your investment.”)

CAPITALIZATION AND INDEBTEDNESS

The following table sets forth our capitalization and our indebtedness as of September 30, 2025:

The as adjusted information below is illustrative only, and our capitalization following the completion of this offering is subject to adjustment based on the actual net proceeds to us from the offering. You should read this table in conjunction with “Use of Proceeds,” “Selected Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus.

DILUTION

Investors purchasing our Class A Ordinary Shares in this offering will experience immediate and substantial dilution in the pro forma as adjusted net tangible book value of their Class A Ordinary Shares. Dilution in pro forma as adjusted net tangible book value represents the difference between the initial public offering price of our Class A Ordinary Shares and the pro forma as adjusted net tangible book value per share of our Class A Ordinary Shares immediately after the offering.

As of September 30, 2025, as adjusted to retroactively reflect the recapitalization effected as of May 12, 2025, we had a historical net tangible deficit of US$5,303,713 or US$0.33 per Class A Ordinary Share. Historical net tangible book value per Class A Ordinary Share represents our total tangible assets (total assets excluding goodwill and other intangible assets, net) less total liabilities, divided by the number of outstanding Class A Ordinary Shares. After giving effect to the sale of Class A Ordinary Shares in this offering by the Company based on the offering price of US$4.50 per Class A Ordinary Share, after deducting US$1,265,625 in underwriting discounts and commissions (assuming 3,750,000 Class A Ordinary Shares to be issued in this offering with no exercise of the over-allotment option), a non-accountable expense allowance to the underwriter of US$168,750 and estimated offering expenses payable by the Company of approximately US$766,372, the pro forma as adjusted net tangible book value as of September 30, 2025 would have been approximately US$9,955,378, or US$0.50 per Class A Ordinary Share. This represents an immediate increase in pro forma as adjusted net tangible book value of US$0.83 per Class A Ordinary Share to the holders of our existing Class A Ordinary Shares and an immediate dilution of US$0.5 per share to investors purchasing new Class A Ordinary Shares in this offering. If the over-allotment is exercised in full, the pro forma as adjusted net tangible book value as of September 30, 2025 would have been approximately US$12,295,744, or US$0.60 per Class A Ordinary Share. This represents an immediate increase in pro forma as adjusted net tangible book value of US$0.93 per Class A Ordinary Share to the holders of our existing Class A Ordinary Shares and an immediate dilution of US$3.90 per share to investors purchasing new Class A Ordinary Shares in this offering.

The following table illustrates this dilution on a per Class A Ordinary Share basis to new investors.

The following table sets forth the number of Class A Ordinary Shares owned, the total amount paid and the average price per Class A Ordinary Share paid by (i) Prime Palace; (ii) Coolpad Investment; (iii) Mr. Sze Wah Sam Cheung; and (iv) investors purchasing Class A Ordinary Shares in this offering, before deducting the estimated discounts and non-accountable expense allowance to the underwriter and the estimated offering expenses payable by the Company.

SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

The following summarizes the consolidated statements of income and comprehensive income for the fiscal years ended March 31, 2024 and 2025 and for the six months ended September 30, 2024 and 2025 and the consolidated balance sheets as of March 31, 2024, March 31, 2025 and September 30, 2025. These selected consolidated financial data have been derived from our audited consolidated financial statements included elsewhere in this prospectus. The selected financial data set forth below should be read in conjunction with and are qualified by reference to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and notes thereto included elsewhere in this prospectus. Our consolidated financial statements are prepared and presented in accordance with IFRS. Our historical results do not necessarily indicate results expected for any future period.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Company Overview

The Company was incorporated in the Cayman Islands on October 17, 2023 under the Cayman Islands Companies Law as an exempted company. The Company has no operations of its own other than serving as a holding company. During the fiscal years ended March 31, 2025 and 2024 and six months ended September 30, 2025 and 2024, the Company’s Operating Subsidiary was located in Hong Kong. Effective January 1, 2026, the Company changed its operating subsidiary from Xcentz Limited, a Hong Kong subsidiary of the Company to the Operating Subsidiaries. The Company is engaged in Digital asset Mining. Prior to July 2024, the Company’s now wholly-owned subsidiary, Coolpad Technologies US, a Delaware corporation, was engaged in sales of mobile phones and accessories. The Company’s financial statements for the fiscal years ended March 31, 2024 and 2025 are consolidated with those of Coolpad Technologies US.

We have strategically chosen locations in the United States and Canada in which to situate our Miners. Our Mining operations are conducted exclusively through contracts with hosting providers that operate Mining facilities in those locations.

The Company relocated its Mining operations from Texas to Missouri on January 13, 2026, as part of the Company’s business strategic initiatives to enhance operational efficiency and allow for centralized monitoring and maintenance of its Mining fleet.

Based on management’s current assessment, the Company does not expect the relocation to have a material adverse impact on its financial condition or results of operations. Given that the hosting fee charged by the hosting service provider in both Texas and Missouri are same, while Missouri imposes a corporate income tax and Texas applies a franchise tax based on margin, the Company believes the overall financial impact of the change in state tax treatment and operating environment will not be significant relative to the Company’s overall financial position.

As we receive Bitcoin rewards through our Mining operations, we convert our Bitcoin into Fiat currency to fund our operations. This conversion is conducted on an as-needed basis, determined by our short-term liquidity requirements and an ongoing assessment of market conditions. Our primary strategy for managing short-term Fiat currency needs is to hold a sufficient amount of Bitcoin that can be liquidated to cover projected liabilities, anticipated operating expenses and capital expenditures over a forward-looking period, typically one to three months. Our management team assesses our Fiat currency needs and reviews our financial forecasts on a daily basis to determine the timing and amount of Bitcoin to be converted. Managing short-term Bitcoin exposure is a function of cash management as we accrue Bitcoin from Mining and accrue Fiat liabilities in the course of doing business. In identifying our Fiat currency needs, we assess market conditions and review our financial forecast on a daily basis. We safeguard and keep private our Bitcoin by utilizing cold storage for private keys that require multi-factor authentication and third-party custody solutions. While we are confident in the security of our Bitcoin, we continue to evaluate additional protective measures.

In addition to holding Bitcoin available for liquidation on an as-needed basis to fund business activities, we intend to realize value through the direct appreciation of Bitcoin held on our balance sheet and we are exploring treasury management monetization opportunities. The primary use of our free cash flow is to fund and support the growth of our business. Holding Bitcoin on the balance sheet is a core piece of this strategy and we intend to grow this balance over time. Once our Bitcoin has been retained on the balance sheet, the merits of various monetization strategies, including lending it out, can be considered.

Key Financial and Operational Metrics

In addition to Bitcoin price, political conditions and laws and regulations, we monitor the following key financial and operating metrics to evaluate the growth of our business, measure our performance, identify trends affecting our business, formulate business plans and make strategic decisions.

Crypto Assets Results

The following illustrates the Company’s balances of crypto assets, its consolidated balance sheet and the various ways the balances of Bitcoin were impacted during fiscal years ended March 31, 2024 and 2025 and six months ended September 30, 2025. Significant components are discussed below.

Mining Pool Operating Fees

The Company nets Mining pool operating expenses against fees earned as a result of Hash computation services under its contract with Ant Pool, its Mining pool operator. Fees are paid to the Mining pool operator to cover the costs of maintaining the pool.

Utilization of Bitcoin

When warranted, the Company sells quantities of the Bitcoin it has historically Mined to pay operating expenses. The Company also utilizes Bitcoin to purchase or lease new Mining equipment, as well as to maintain, update and repair existing Miners.

Realized Gain on Sale/Exchange of Bitcoin Venture Capital Activities

During the fiscal years ended March 31, 2024 and 2025 and six months ended September 30, 2024 and 2025, the Company recognized $843,062 and $1,132,870, $222,784 and $241,223, respectively, in gains on the sale of Bitcoin. The Company has benefited from the increase in the global adoption and acceptance of Bitcoin, although Bitcoin generally has experienced substantial price volatility. Between August 2023, when the Company commenced Bitcoin Mining operations, and March 31, 2025, the highest monthly spot price for Bitcoin increased by approximately $52,784, or 177.3%, and between August 2023 and August 2025, it has increased by approximately $93,579, or 314.4%.

Impairment of Bitcoin

See discussion regarding the impairment of Bitcoin under the “Critical Accounting Policies and Estimates” subsection below.

Energy Cost

The Company’s ability to control the cost of energy expended to Mine Bitcoin is essential to successful Bitcoin Mining operations. The hosting services agreements entered into with respect to the Company’s Mining locations provide for a specific power capacity to be provided by the host and provide that the host shall invoice the Company monthly for energy costs as well as providing that the monthly hosting fee is subject to adjustment in the event of electricity rate increases.

Hash Rate

We measure the Hashrate produced by our Mining fleet through our management software, which captures the reported Hashrate from each Miner.

We began operations in the Bitcoin Mining business in the second half of 2023. As of March 31, 2025, our Hashrate was 1165.74 PH/s. Our average Hashrate was 797.08 PH/s for the period from March 31, 2024 to March 31, 2025. 

Breakeven Analysis

The costs of Mining Bitcoin are based upon the costs of equipment and include lease expenses for Mining machines, depreciation of Mining machines and right-of-use assets, wages and salaries, and pension scheme contributions. Among these, hosting service fees and the lease expenses for Mining machines fluctuate based on the hashing power, which is influenced by Mining Difficulty. The other costs are relatively fixed. As of March 31, 2024 and 2025 and September 30, 2025, the Mining Difficulties are 83.13T, 113.76T and 142.34T, respectively. Our Mining operations would break even if the market prices per Bitcoin are at least $34,208 on March 31, 2024, $67,973 on March 31, 2025 and $92,065 on September 30, 2025.

Breakeven analysis for Bitcoin Mining operations for one Bitcoin is as follows:

Components of Results of Operations

The following describes the components of revenue and expenses that are reflected in our consolidated statements of comprehensive income:

Cryptocurrency Mining Revenue

Our revenue consists entirely of revenue recognized from our Bitcoin Mining activities. Bitcoin Mining activities generate both Block rewards (Bitcoin rewards, currently 3.125 Bitcoin per Block) as well as Miner transaction fees paid to us by the Bitcoin network for processing Bitcoin transactions (which are currently less than 0.5 Bitcoin per Block). Over time, it is possible transaction fees may become larger than Block rewards.

We recognize revenue daily at the spot price of Bitcoin when Mined. We then track any gain or loss from the time the Bitcoin was Mined to the time when it was ultimately sold or exchanged. The sale or exchange generally results in a realized gain or loss at the time of sale or exchange. The proceeds related to the sale or exchange of Bitcoin is our primary source of cash generation.

We participate in “Mining pools” organized by Mining pool operators in which we share our Mining power with the Hashrate generated by other Miners participating in the pool to earn Cryptocurrency rewards. The Mining pool operator provides a service that coordinates the computing power of the independent Mining enterprises participating in the Mining pool. Fees may be paid to the Mining pool operator to cover the costs of maintaining the pool. The pool uses software that coordinates the pool members’ Mining power, identifies new Block rewards, records how much Hashrate each participant contributes to the pool and assigns Cryptocurrency rewards earned by the pool among its participants in proportion to the Hashrate each participant contributed to the pool in connection with solving a Block. Revenue from Cryptocurrency Mining are impacted by volatility in Bitcoin prices, as well as increases in the Bitcoin Blockchain’s total Hashrate resulting from the growth in the overall quantity and quality of Miners working to solve Blocks on the Bitcoin Blockchain and the Difficulty index associated with the secure hashing algorithm employed in solving the Blocks.

Gain (loss) from sales of Digital assets

Gain (loss) from sales of Digital assets consists of gains (losses) primarily on the sale of Bitcoin.

Cost of Revenue

Cost of revenue, included in the Company’s consolidated statements of comprehensive income, consists of direct costs of earning Bitcoin related to Mining operations, hosting service fees, including power costs and costs of other supportive services, depreciation of Mining equipment and lease expenses related to our Mining equipment.

Mining and Other Related Equipment

Whenever events or changes in circumstances dictate, or, occasionally, on a quarterly basis, the Company tests its Miners and other related equipment for impairment. Miners and the equipment associated with the Miners are considered fully impaired if they are no longer usable or no longer contributing to the Company’s Hash rate.

Realized Gain (Loss) on Sales of Cryptocurrencies

Realized gain (loss) on sales of Cryptocurrencies represents the difference between the carrying value and the spot-rate value as of the time of sale.

Income Taxes

Income taxes consists of U.S. federal, state and local income taxes, if any, Canadian income tax and Hong Kong income tax. For the fiscal years ended March 31, 2024 and 2025, our total income tax expense was approximately $306,396 and $673,612, respectively. We evaluate our ability to recognize our deferred tax assets quarterly by considering all positive and negative evidence available as prescribed IFRSs.

Results of Operations

Six Months Ended September 30, 2025 Compared to Six Months Ended September 30, 2024

Revenue

The Company’s primary revenue source for the six months ended September 30, 2024 and 2025 was from Bitcoin Mining operations. Our total revenue increased by $4,498,944 or 81.9% to $9,990,283 for the six months ended September 30, 2025 from $5,491,339 for the six months ended September 30, 2024. Details and further explanation are discussed below.

Revenue from Digital Assets Mining Business

For the six months ended September 30, 2024 and 2025, the Company is entitled to a non-cash consideration at an amount that approximates the total Bitcoins that could have been Mined using the Hash calculations performed by the Company according to the pool operator’s specification over the 24-hour period ended 23:59:59 UTC, based upon the then current Blockchain Difficulty. The Bitcoin payout is settled on the following day, on a daily basis. The payout method used by the Mining pools in which the Company participates is the Full-Pay-Per-Share (“FPPS”) method. The Company’s total compensation is calculated using the following formula: the sum of the Company’s share of (1) Block rewards and (2) transaction fees, less (3) Mining pool operating fees.

Revenue from Digital asset Mining is impacted significantly by volatility in Bitcoin prices, as well as increases in the Network Hash Rate resulting from the growth in the overall quantity and quality of Miners working to solve Blocks on the Bitcoin Blockchain and the Difficulty index associated with the secure hashing algorithm employed in solving the Blocks. The significant increase in the revenue from our Digital assets Mining business by $4,498,944 or 81.9%, from 5,491,339 for the six months ended September 30, 2024 to $9,990,283 for the six months ended September 30, 2025, was principally due to (i) the higher average fair value of Bitcoins compared with the same period in 2024 from an average price of $51,859 per Bitcoin for the six months ended September 30, 2024 to $107,451 for the six months ended September 30, 2025; (ii) an increase in the number of Miners in operation during the six months ended September 30, 2025; and (iii) the deployment of a new model of Mining equipment with enhanced Hashrate capabilities. The Company nets Mining pool operating expenses against fees earned as a result of Hash computation services under its contract with its Mining pool operators. Fees are paid to the Mining pool operators to cover the costs of maintaining the pools.

During the six months ended September 30, 2025, the Network Hash Rate increased by approximately 263.77 EH/s (33%), while increasing by approximately 43.41 EH/s (7%) during the same period in 2024. These increases were primarily attributable to a growing number of miners utilizing advanced ASIC chips optimized for the SHA-256 hashing algorithm used by the Bitcoin network.. As of September 30, 2025, the average Network Hash Rate working on the Bitcoin Blockchain was 1,068.2 EH/s. The cumulative Difficulty index’s 88.40T increase during the six months ended September 30, 2024 was 8% and the cumulative Difficulty index’s 142.34T increase during the six months ended September 30, 2025 was 29%.

Cost of Revenue

Cost of revenue mainly consists of hosting service fee, depreciation of right-of-use assets, lease expenses and cost to technical staffs. For the six months ended September 30, 2024 and 2025, our cost of revenue was $5,093,436 and $8,647,528, respectively, with an increase in cost of revenue of $3,581,092, or 70.3%, which is in line with our increase in revenue.

Hosting service fee

The Company’s Mining equipment is located in the United States and Canada, and is operated through contracts with local hosting service providers who manage power supply, network setup, on-site technical support, routine maintenance, hardware component replacements and safety measures such as fire protection and security. Hosting fees are calculated based on electricity consumption rates. For the six months ended September 30, 2024 and 2025, the hosting service fee amounted to $3,956,180 and $5,613,348, respectively, representing an increase of $1,657,168, or 41.9%. This substantial increase was primarily due to the significant increase in the number of leased Miners from 3,309 units in 2024 to 9,118 units in 2025, leading to higher electricity usage.

Depreciation of right-of-use assets

After executing the sales and purchase agreement with its former affiliate, Coolpad Global Inc., on April 1, 2024, the Company immediately entered into a computer server lease agreement to support its Digital assets Mining operations. Lease expenses were calculated based on daily Bitcoin market prices and the number of active Mining units. To enhance its Mining capacity and boost its Bitcoin output, the Company leased additional advanced Mining equipment models. As a result, operating lease right-of-use assets of $6,600,703 is recognized and the depreciation for the operating lease right-of-use assets amounted over 4 years to $1,100,117 and $1,329,362 for the six months ended September 30, 2024 and 2025, respectively.

Lease payment

After executing the sales and purchase agreement with its former affiliate, Coolpad Global Inc., on April 1, 2024, the Company immediately entered into a computer server lease agreement to support its Digital assets Mining operations. Lease expenses were calculated based on daily Bitcoin market prices and the number of active Mining units. To enhance its Mining capacity and boost its Bitcoin output, the Company leased additional advanced Mining equipment models. As a result, total lease expenses for our Mining equipment amounted to $4,867 and $1,645,379 for the six months ended September 30, 2024 and 2025, respectively.

Cost to technical staffs

For the six months ended September 30, 2024 and 2025, employee compensation and benefits were $32,272 and $86,439, respectively, representing an increase of $54,167, or 167.8%. This substantial increase was primarily due to the recruitment of more technical personnel to cope with the expansion of the Company’s Bitcoin Mining business during the six months ended September 30, 2025.

Selling and Marketing Expense

For the six months ended September 30, 2024 and 2025, total selling and marketing expenses were $53,363 and nil, respectively. The decrease in selling and marketing expenses of $53,363, or 100.0%, was primarily attributable to the Company focusing on its operations and prioritizing operational efficiency and long-term growth initiatives over marketing.

General and Administrative Expense

For the six months ended September 30, 2024 and 2025, total general and administrative expenses were $385,506 and $462,996, respectively. The increase in general and administrative expenses of $77,490, or 20.1%, was mainly due to the (i) increase in legal and professional fees by $84,033, or 82.6%, from $101,725 for the six months ended September 30, 2024 to $185,758 for the six months ended September 30, 2025, including an audit fee of $180,000 incurred for this initial public offering; (ii) increase in wages and salaries by $42,501, or 50.4%, from $84,332 for the six months ended September 30, 2024 to $126,833 for the six months ended September 30, 2025 as the Company hired additional administrative and support personnel in Hong Kong during 2025 to cope with the business expansion; and (iii) an increase in short-term lease expenses by $21,815, or 111.3%, from $19,594 for six months ended September 30, 2024 to $41,409 for the six months ended September 30, 2025, which primarily resulted from the Company having entered into a new short-term lease agreement for a motor vehicle for investor relationship purposes during the six months ended September 30, 2025, all of which was partially offset by (i) a decrease in transportation expenses by $3,678, or 90.2%, from $4,076 for the six months ended September 30, 2024 to $398 for the six months ended September 30, 2025 as substantial supportive work was remotely performed and less oversea travel was made; (ii) a decrease in outsourcing service fee by $79,886, or 56.4%, from $141,717 for the six months ended September 30, 2024 to $61,831 for the six months ended September 30, 2025 as the Company shifted work to its own employees instead of relying on external service providers for the six months ended September 30, 2025.

Other income and expenses, net

For the six months ended September 30, 2024 and 2025, total other income was $1,672,500 and total other expenses were $69,436, respectively. Other income for the six months ended September 30, 2024 mainly represented the gains on sale-and-lease back of those Miners to related party, Coolpad Global Inc, as the fair value of the Mining machine was higher than its carrying amount as of the date of disposal. Total other expense for the six months ended September 30, 2025 mainly represented the provision for penalty on non-filing of income tax returns in the United States and Canada of $206,635 and impairment loss on crypto assets held $341,370, partially offset by realized gain on conversion of crypto assets held of $241,223 and reversal of impairment loss on crypto assets held of $237,346.

Income Taxes

We are subject to income tax on an entity basis on profit arising in or derived from the jurisdictions in which members of our Group are domiciled or operate. Our income tax increased by $561,117, or 384.7%, from $145,846 for the six months ended September 30, 2024 to $706,963 for the six months ended September 30, 2025, due to an increase in our assessable profit (i.e. gross profit) of $917,852 or 230.7%, from approximately $397,903 for the six months ended September 30, 2024 to $1,315,755 for the six months ended September 30, 2025.

Fiscal Year Ended March 31, 2025 Compared to Fiscal Year Ended March 31, 2024

Revenue

The Company’s primary revenue source for the fiscal years ended March 31, 2024 and 2025 was Bitcoin Mining operations. The sale of mobile phones and accessories also contributed to the Company’s revenue for the fiscal year ended March 31, 2024 but has not generated any revenue since July 2024.

Our total revenue increased by $10,974,079 or 253.6% to $15,302,212 for the fiscal year ended March 31, 2025 from $4,328,133 for the fiscal year ended March 31, 2024. Such increase was mainly attributable to the increase in revenue generated from our Bitcoin Mining business of $11,689,217, or 323.5%, which was partially offset by the decrease in revenue generated from our sale of mobile phones and related accessories business of $715,138, or $100.0%. Details and further explanation are discussed below.

Revenue from Sale of Mobile Phones and Related Accessories

For the years ended March 31, 2024 and 2025, revenue generated from sales of mobile phones and related accessories accounted for approximately 16.5% and nil of our total revenue, respectively. Prior to its acquisition by the Company, Coolpad Technologies US was engaged in sales of mobile phones and related accessories. However, due to the keen competition in the market and in order to align with the Company’s long-term strategic goals of expanding in the technology and Blockchain sectors, Coolpad Technologies US ceased engaging in that business as of July 2024. Therefore, no revenue was generated from sales of mobile phones and related accessories for the fiscal year ended March 31, 2025.

Revenue from Digital Assets Mining Business

For the fiscal years ended March 31, 2024 and 2025, revenue generated from our Digital assets Mining business accounted for approximately 83.5% and 100.0% of our total revenue, respectively. We entered into a Mining service agreement with a Mining pool operator in September 2023. The Company is entitled to a non-cash consideration at an amount that approximates the total Bitcoins that could have been Mined using the hash calculations performed by the Company according to the pool operator’s specification over the 24-hour period ended 23:59:59 UTC, based upon the then current Blockchain Difficulty. The Bitcoin payout is settled on the following day, on a daily basis. The payout method used by the Mining pools in which the Company participates is the Full-Pay-Per-Share (“FPPS”) method. The Company’s total compensation is calculated using the following formula: the sum of the Company’s share of (1) Block rewards and (2) transaction fees, less (3) Mining pool operating fees.

Revenue from Digital asset Mining are impacted significantly by volatility in Bitcoin prices, as well as increases in the Network Hash Rate resulting from the growth in the overall quantity and quality of Miners working to solve Blocks on the Bitcoin Blockchain and the Difficulty index associated with the secure hashing algorithm employed in solving the Blocks. The significant increase in the revenue from our Digital assets Mining business by $11,689,217, or 323.5%, from $3,612,995 for the fiscal year ended March 31, 2024 to $15,302,212 for the fiscal year ended March 31, 2025, was principally due to (i) the Company’s commencement of Digital assets Mining operations in September 2023, resulting in approximately half a year of activity in fiscal 2024 compared to a full fiscal year in 2025; (ii) higher average fair value of Bitcoin compared with the same period of 2024 from $37,746 per Bitcoin for the fiscal year ended March 31, 2024 to $74,491 for the fiscal year ended March 31, 2025; (iii) an increase in the number of Miners in operation during the fiscal year ended March 31, 2025; and (iv) the deployment of a new model of Mining equipment with enhanced Hashrate capabilities. The Company nets Mining pool operating expenses against fees earned as a result of Hash computation services under its contract with its Mining pool operators. Fees are paid to the Mining pool operators to cover the costs of maintaining the pools.

During the fiscal year ended March 31, 2025, the Network Hash Rate increased by approximately 250.6 EH/s, or 40.5%, and during fiscal year ended March 31, 2024, it increased by approximately 209.9 EH/s, or 51.3%, as a result of, among other factors, the increased number of Miners working to solve Blocks on the Bitcoin Blockchain during the periods, many of which made use of newer, more efficient ASIC chips that are specially designed to solve Blocks using the SHA-256 set of cryptographic Hash functions employed on the Bitcoin Blockchain. As of March 31, 2025, the average Network Hash Rate working on the Bitcoin Blockchain was 830 EH/s. The cumulative Difficulty index’s 113.76T increase during the fiscal year ended March 31, 2024 was 50.8% and during the fiscal year ended March 31, 2025, it was 36.9%.

Cost of Revenue

Cost of revenue mainly consists of hosting service fee, depreciation of property and equipment, cost of mobile phones, consumable expense, depreciation of right-of-use assets, prepayment of lease payment and cost to technical staffs. For the fiscal years ended March 31, 2024 and 2025, our cost of revenue was $3,403,857 and $13,447,971, respectively, with an increase in cost of revenue of $10,044,114, or 295.1%, which is in line with our increase in revenue.

Hosting service fee

The Company’s Mining equipment is located in the United States and Canada, and is operated through contracts with local hosting service providers who manage power supply, network setup, on-site technical support, routine maintenance, hardware component replacements and safety measures such as fire protection and security. Hosting fees are calculated based on electricity consumption rates. For the fiscal years ended March 31, 2024 and 2025, the hosting service fee amounted to $1,731,117 and $9,731,337, respectively, representing an increase of $8,000,220, or 462.1%. This substantial increase was primarily due to the fact that the Company commenced its Bitcoin Mining business in September 2023, halfway through its fiscal year, and to the significant increase in the number of Miners, from 2,850 units in 2024 to 9,618 units in 2025, leading to higher electricity usage.

Depreciation of property and equipment

For the fiscal years ended March 31, 2024 and 2025, depreciation expense related to property and equipment was $865,203 and $Nil, respectively. In 2024, the Company purchased 2,850 units of Mining equipment at a total cost of $12.7 million, with an estimated useful life of three years, aligned with industry standards. On April 1, 2024, the Company entered into a sales and purchase agreement with its former affiliate, Coolpad Global Inc., under which all Mining equipment was transferred to Coolpad Global Inc. as part of a settlement of amounts owed. Consequently, no depreciation was recognized for the fiscal year ended March 31, 2025.

Cost of mobile phones

The cost of mobile phones represented the cost of purchasing mobile phones and accessories. The Company shifted its main business from the sale of mobile phones and related accessories to the Digital assets Mining business. Therefore, there is no cost of mobile phones for the fiscal year ended March 31, 2025.

Consumable expense

Prior to its acquisition by the Company on March 31, 2024, Coolpad Technologies US was engaged in the business of selling mobile phones and accessories. The cost of mobile sales for the fiscal year ended March 31, 2024 and 2025 represented the cost of purchasing mobile phones and accessories for that business. Coolpad Technologies US terminated its mobile phone business in July 2024.

Depreciation of right-of-use assets

After executing the sales and purchase agreement with its former affiliate, Coolpad Global Inc., on April 1, 2024, the Company immediately entered into a computer server lease agreement to support its Digital assets Mining operations. Lease expenses were calculated based on daily Bitcoin market prices and the number of active Mining units. To enhance its Mining capacity and boost its Bitcoin output, the Company leased additional advanced Mining equipment models. As a result, operating lease right-of-use assets of $6,600,703 is recognized and the depreciation for the operating lease right-of-use assets amounted over 4 years to $2,200,234 for the fiscal year ended March 31, 2025.

Lease payment

After executing the sales and purchase agreement with its former affiliate, Coolpad Global Inc., on April 1, 2024, the Company immediately entered into a computer server lease agreement to support its Digital assets Mining operations. Lease expenses were calculated based on daily Bitcoin market prices and the number of active Mining units. To enhance its Mining capacity and boost its Bitcoin output, the Company leased additional advanced Mining equipment models. As a result, total lease expenses for our Mining equipment amounted to $1,350,990 for the fiscal year ended March 31, 2025.

Cost to technical staffs

For the fiscal years ended March 31, 2024 and 2025, wages and salaries and pensions scheme contribution was $17,382 and $114,884, respectively, representing an increase of $97,502, or 560.9%. This substantial increase was primarily due to the fact that the Company commenced its Bitcoin Mining business in September 2023, halfway through its fiscal year, and also expanded its Bitcoin Mining to United State in 2025.

Selling and Marketing Expense

For the fiscal years ended March 31, 2024 and 2025, total selling and marketing expenses were $9,676 and $53,470, respectively. The increase in selling and marketing expenses of $43,794, or 452.6%, was primarily attributable to the Company’s expansion into the Digital assets Mining industry and intensified efforts to build brand awareness and attract potential investors.

General and Administrative Expense

For the fiscal years ended March 31, 2024 and 2025, total general and administrative expenses were $668,928 and $787,049, respectively. The increase in general and administrative expenses of $118,121, or 17.7%, was mainly due to the (i) increase in legal and professional fees by $74,321, or 40.0%, from $185,667 for the fiscal year ended March 31, 2024 to $259,988 for the fiscal year ended March 31, 2025, including the audit fee of $170,000 incurred for this initial public offering; (ii) increase in transportation expenses by $4,084, or 161.0%, from $2,536 for the fiscal year ended March 31, 2024 to $6,620 for the fiscal year ended March 31, 2025, which primarily resulted from overseas travel to Canada and the United States for monitoring our digital Mining business; (iii) increase in wages and salaries by $152,583, or 282.9%, from $53,934 for the fiscal year ended March 31, 2024 to $206,517 for the fiscal year ended March 31, 2025 as the Company hired additional administrative and support personnel in Hong Kong during 2025; and (iv) increase in short-term lease expenses by $33,073, or 322.8%, from $10,247 for the fiscal year ended March 31, 2024 to $43,320 for the fiscal year ended March 31, 2025, which primarily resulted from the Company having entered into a new short-term lease agreement for an office in Hong Kong in 2025, all of which was partially offset by a (i) decrease in other general and administrative expense by $23,050, or 30.7%, from $75,124 for the fiscal year ended March 31, 2024 to $52,074 for the fiscal year ended March 31, 2025; (ii) decrease in office expenses by $30,487, or 98.1%, from $31,067 for the fiscal year ended March 31, 2024 to $580 for the fiscal year ended March 31, 2025; and (iii) decrease in outsourcing service fees by $101,379, or 33.3%, from $304,323 for the fiscal year ended March 31, 2024 to $202,944 for the fiscal year ended March 31, 2025 mainly due to the Company having shifted work to its own employees instead of relying on external service providers.

Other income and expenses, net

For the fiscal years ended March 31, 2024 and 2025, total other income was $671,676 and $1,794,203, respectively. The other income mainly represented the realized gains on conversion of crypto assets held, interest income from bank and digital wallet and profit effect on recognition of operating lease, partially offset by impairment loss on crypto assets held and the provision for penalty on non-filing of income tax returns in the United States and Canada.

The increase in other income, net was mainly attributable to (i) gain on sales-and-leaseback of $1,321,293 for the fiscal year ended March 31, 2025 as the fair value of the Mining machine was higher than its carrying amount as of the date of disposal;, (ii) increase in impairment on crypto assets held, net by $257,693 from $207,839 for the fiscal year ended March 31, 2024 to $465,532 for the fiscal year ended March 31, 2025 as the impairment made to crypto assets upon the market value lower than its carrying amount as of March 31, 2025 and (iii) the increase in realized gain on conversion of crypto assets held by $289,809 from $843,061 for the fiscal year ended March 31, 2024 to $1,132,870 for the fiscal year ended March 31, 2025 as the Company sold its Bitcoin to USDT or US$ as the market conditions were favorable, leveraging strategic timing of sales to capitalize on high prices, and benefiting from increased trading activity, all of which contributed to the higher realized gains during that year. These increases were partially offset by i) the decrease in rewards from a digital wallet of $32,682 from $35,025 for the year ended March 31, 2024 to $2,343 for the fiscal year ended March 31, 2025 as the Company did not purchase the financial product for the digital reward in the fiscal year ended March 31, 2025 and (ii) the provision penalty on non-filing of income tax returns of $218,369 as late filing for tax return for the operation in Canada and United State of America

Income Taxes

We are subject to income tax on an entity basis on profit arising in or derived from the jurisdictions in which members of our Group are domiciled or operate. Our income tax increased by $367,216, or 119.9%, from $306,396 for the fiscal year ended March 31, 2024 to $673,612 for the fiscal year ended March 31, 2025, due to an increase in our income before tax of $1,755,519, or 273.2%, from approximately $642,586 for the fiscal year ended March 31, 2024 to $2,398,105 for the fiscal year ended March 31, 2025.

Liquidity and Capital Resources

As of September 30, 2025, we had a working capital deficit of approximately $5,244,324, which included cash and cash equivalents and crypto assets held of approximately $460,336 and $549,803, respectively. We reported net loss of approximately $202,946 for the six months ended September 30, 2025.

The following tables sets forth a breakdown of our current assets and liabilities as of the dates indicated

Crypto assets held 

The balance of crypto assets held by the Company consisted of the following:

Our crypto assets held balance increased by $228,684, or 71.2%, from $321,121 as of March 31, 2025 to $549,805 as of September 30, 2025. The increase was mainly due to the Company realized less of Digital assets for either HK$ or US$ so as to reserve them for future capital gain.

Our crypto assets held balance decreased by $2,009,117, or 86.2%, from $2,330,238 as of March 31, 2024 to $321,121 as of March 31, 2025. The decrease was mainly due to sales of Digital assets for either HK$ or US$ so as to (i) realize the fair gain on Bitcoin; and (ii) repay an amount due to a related party during year ended March 31, 2025.

The following table presents the movement of crypto assets of the Company for the fiscal years ended March 31, 2024 and 2025 and September 30, 2025:

Cash and Asset Transfers Within Our Organization

Our Mining activities generate Bitcoin rewards rather than fiat cash. We manage liquidity by converting Bitcoin into fiat currency on an as-needed basis based on our short-term liquidity requirements, projected liabilities, anticipated operating expenses and capital expenditure needs. In the ordinary course, Bitcoin mined by or for the benefit of the Company is first held in our Coinbase Wallet. When management determines that Bitcoin should be converted into fiat currency, we transfer the applicable amount of Bitcoin from our Coinbase Wallet to HashKey Exchange. Upon sale of Bitcoin through HashKey Exchange, the fiat proceeds are credited to our fiat account at HashKey Exchange and are then withdrawn to our designated bank account.

Fiat cash received from Bitcoin sales is used to fund our operating needs, including payments to hosting providers, suppliers and other third-party vendors, general corporate expenses and working capital needs. To the extent cash is required by another group entity, cash may be transferred within the group through intercompany loans, advances, capital contributions, dividends or distributions, subject to applicable corporate approvals, tax considerations, solvency requirements, bank compliance procedures, anti-money laundering and sanctions compliance requirements and the contractual terms of the relevant bank, custodian or trading platform.

Based on our current corporate structure and operations, we are not aware of any material foreign exchange control restrictions under the laws of the Cayman Islands, Hong Kong, Canada or the United States that would materially restrict our ability to convert currency or transfer cash between the Company and its subsidiaries, across borders or to U.S. investors.

Accounts receivable

Accounts receivable mainly represent amounts due from customers from sales of mobile phones and accessories and from our Mining pool operator for our provision of our Hashrate to the pool. The Company generally grants credit terms of 30 days to its customers. In evaluating the collectability of receivable balances, the Company considers specific evidence including aging of the receivable, the customer’s payment history, its current creditworthiness, current economic trends and customer specific quantitative and qualitative factors that may affect the customer’s ability to pay. The Company regularly reviews the adequacy and appropriateness of the allowance for expected credit loss. The Company charges off receivables from allowance for credit losses after all collection efforts have ceased. If the receivables charged off exceed the allowance for credit losses, the excess amounts are directly charged off in the consolidated statements of income and comprehensive income. As of March 31, 2024 and 2025 and September 30, 2025, accounts receivable were aged within 30 days and no allowance for expected credit losses provided was recorded.

Our accounts receivable balance decreased by $971, or 1.8%, from $52,804 as of March 31, 2025 to $51,833 as of September 30, 2025. The decrease was mainly due to the number of Bitcoin mined on September 30, 2025 less than March 31, 2025. As of the date of this prospectus, all the accounts receivable has been settled.

Our accounts receivable balance decreased by $70,471, or 57.2%, from $123,275 as of March 31, 2024 to $52,804 as of March 31, 2025. The decrease was mainly due to the prompt settlement of accounts receivable from customers during the year. As of the date of this prospectus, all the accounts receivable has been settled.

Deposits, prepayments and other receivables