NetBrands Corp.

Overview

The Company was incorporated on December 1, 2017, as a Delaware corporation under the name “Dense Forest Acquisition Corporation” and became subject to the reporting requirements with the SEC by filing a Form 10 Registration Statement with the SEC on January 19, 2018. On June 13, 2018, the Company effected a change in control with the resignation of the then officers and directors, contribution back to the Company of 19,500,000 shares of the 20,000,000 outstanding shares of its common stock by these former directors and officers, and the appointment of Paul Adler as the new director and officer of the Company. In connection thereof, on June 13, 2018, the Company filed the Certificate of Amendment to its Certificate of Incorporation with the Delaware Secretary of State, changing the name of the Company to “Global Diversified Marketing Group Inc.” On June 14, 2018, the Company issued 12,500,000 shares of its common stock to its new director and officer, Paul Adler.

On November 26, 2018, the Company effected the acquisition of Global Diversified Holdings, Inc., a private New York snack and gourmet food company (“GDHI”) pursuant to the terms of an acquisition agreement (the “Acquisition”). Upon the consummation of the Acquisition, the Company issued 200 shares of the Company’s common stock to Paul Adler, the sole stockholder of GDHI, in exchange for all of the outstanding shares of GDHI, and GDHI became a wholly owned operating subsidiary of the Company. The transaction is accounted for as a combination of entities under common control since the date of the Acquisition. Prior to the Acquisition, the Company had no business and no operations. Pursuant to the Acquisition, the Company acquired the operations and business plan of GDHI. The discussion hereinafter of the business and operations of the Company refer to the Company subsequent to the Acquisition of GDHI and all such discussions primarily report the operations of its now subsidiary unless otherwise so indicated.

Description of Business

On July 15, 2025, the Company announced that it had pivoted to become a blockchain infrastructure business focused on cryptocurrency mining, digital asset treasury (DAT) management, and related blockchain technology initiatives.

On July 16, 2025, the Company formed a wholly owned Wyoming subsidiary called DigiHash LLC.

The Company purchased 10 ASIC miners consisting of Bitmain S21+ on July 17, 2025. Following the purchase of the initial batch of ASIC miners, the Company announced on July 22, 2025, that it had signed a hosting agreement with Simple Mining LLC to host its fleet of miners. As of July 30, 2025, all miners were plugged in and hashing at full capacity. To accurately represent its business shift and evolution into blockchain, the Company has updated its logo for a more enhanced identity. On August 25, 2025, the Company unveiled its innovative crypto-forward website leading the way in digital Web 3.0

The Company currently mines out of Cedar Falls, Iowa with 2.5 petahash processing power which is equivalent to 2.5 quadrillion hashes per second and plans to develop a 5-megawatt (MW) Bitcoin mining facility, with a proposed location in Iowa, due to the availability of relatively low-cost electricity and environmental conditions favorable for equipment cooling. As of the date of this filing, the Company has started a dialogue with our current partner, Simple Mining LLC, about identifying, securing, and negotiating for a site development and pro forma costs for our own facility. The Company is evaluating potential locations and related financial feasibility before committing to procurement or construction activities.

The planned facility would be custom-designed with ventilation and cooling systems to support mining hardware performance and longevity, and would connect to the local power grid as its primary electricity source. The Company intends to use Application-Specific Integrated Circuit (ASIC) miners, with hybrid diversification of Bitmain S21+ and Bitmain L9 for arbitrage and higher profitability, designed to mine cryptocurrencies using the SHA-256 algorithm and Scrypt miners, such as Bitcoin.

Each ASIC S21+ miner consumes approximately 3,877 watts at full capacity. Ten units would consume roughly 1292 kilowatt-hours per day. Based on an average industrial electricity rate of $0.07 per kilowatt-hour in Iowa.

The Company purchased additional 10 ASICs consisting of Bitmain L9 Scrypt Miners on November 19 th. 2025 rounding up its hybrid fleet to 20 ASICs.

Equity Purchase Agreement and Registration Rights Agreement with Trillium

On October 29, 2025, the Company entered into the Purchase Agreement with Trillium Partners LP, pursuant to whichthe Company shall have the right, but not the obligation, to direct Trillium, an unrelated third party, to purchase up to $10,000,000 of its Common Stock (the “Maximum Commitment Amount”) by delivering put notices (each, a “Put Notice”). The Purchase Agreement provides that the Company can sell the shares of Common Stock (the “Put Shares”) to Trillium pursuant to applicable Put Notice from time-to-time over the 24 months commencing on the date commencing on October 29, 2025, and ending on the earlier of (i) the date on which Trillium shall have purchased Put Shares pursuant to this Agreement equal to the Maximum Commitment Amount, (ii) October 28, 2027, or (iii) written notice of termination by the Company to Trillium, which shall not occur at any time that Trillium holds any of the shares it purchased in connection with the applicable Put Notice (the “Commitment Period”). Each Put Notice shall state the number of shares of the Common Stock Trilliumis required to purchase. The price per share of Common Stock shall be eight five percent (85%) of the Company’s Common Stock for five trading days following the date of the delivery the purchased shares as DWAC Shares in Trilliums’ brokerage account (the “Clearing Date”), or on the Clearing Dateif the purchased shares are received as DWAC Shares in Trilliums’ brokerage account on the respective date. The Purchase Agreement includes certain rights for the Company to partially cancel puts if the price of the Company’s stock drops below 70% of the price on the date of the put. As stated in the Purchase Agreement, the“Principal Market” includes any of the national exchanges (i.e. NYSE, NYSE AMEX, NASDAQ), or principal quotation systems (i.e. OTCQX, OTCQB, OTCID, OTC Pink, the OTC Bulletin Board), or other principal exchange or recognized quotation system which is at the time the principal trading platform or market for the Company’s Common Stock.

Our ability to require Trillium to purchase the Shares under the Purchase Agreement is subject to various limitations and conditions, including but not limited to the following:

There is no guarantee that we will be able to meet the foregoing conditions or any other conditions under the Purchase Agreement or that we will be able to draw down any portion of the amounts available under the Purchase Agreement.

We also entered into the Registration Rights Agreement with Trillium, pursuant to which, we have filed a registration statement, which includes this prospectus, with the SEC relating to Trillium’s resale of any shares of Common Stock it purchased under the Purchase Agreement, which we issued to the on October 29th, 2025. The effectiveness of this Registration Statement is a condition precedent to our ability to sell shares of our Common Stock to Trillium under the Purchase Agreement.

If all 33,429,328 shares offered by Trillium were sold, they would represent 15.6% of the total number of shares of our Common Stock outstanding and 33% of the total number of outstanding shares of our Common Stock held by nonaffiliates as of the date of this prospectus. Issuance of the shares in this offering will not affect the rights or privileges of our existing stockholders except that the economic and voting interests of each of our existing stockholders will be diluted as a result of any such issuances. Although the number of shares of our Common Stock that our existing stockholders own will not decrease, the shares owned by our existing stockholders will represent a smaller percentage of our total outstanding shares after any issuances to the Selling Stockholder.

The foregoing summary of the Purchase Agreement and the Registration Rights Agreement does not purport to be complete and is qualified by reference to the Purchase Agreement and the Registration Rights Agreement, copies of which have been filed as exhibits to this Registration Statement of which this prospectus is a part.

Employees

The Company currently has one employee, its Chief Executive Officer.

Subsidiaries

The Company has two wholly-owned subsidiaries, Global Diversified Holdings, Inc (currently non-operating). and DigiHash LLC which operates in crypto mining, Web3, and tokenization.