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AVAX ONE TECHNOLOGY LTD.

For the period ended Jun 30, 2026. Filed Aug 13, 2026.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Aug 13, 2026

AVX$4.16-3.0%Stored close · as of Nov 9, 2026

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Item 1A. Risk Factors

There are no material changes to the risk factors as previously disclosed in our Annual Report on Form 10-K filed with the SEC on March 31, 2026, under the heading Part I, Item 1A., “Risk Factors,” except for the following -

Risks Related to AVAX Delegation, Staking, Liquid Staking and Lock-Up Periods

We engage in the delegation and staking of AVAX tokens, including through liquid staking arrangements. These activities expose us to significant risks that could result in partial or complete loss of staked tokens, reduced liquidity, price depreciation of our staked positions, and material adverse effects on our business, financial condition, results of operations, and prospects.

In particular, our liquid staking activities are conducted through Treehouse, where we hold tAVAX and sAVAX tokens. Both tAVAX and sAVAX are issued and supported by smart contracts deployed on the Avalanche C-Chain, including the BENQI Protocol, a decentralized liquid staking and validator infrastructure protocol that issues interest-bearing sAVAX. Although the BENQI Protocol has undergone third-party security audits, smart contracts are inherently vulnerable to undiscovered bugs, coding errors, or exploits. Any such vulnerability could be exploited, resulting in partial or total loss of the underlying staked AVAX tokens. Smart contract risk is inherent in all DeFi protocols and cannot be eliminated through audits or other risk mitigation measures.

The BENQI Protocol is managed by relatively small teams and governed by decentralized autonomous organizations (“DAOs”) controlled by holders of its governance tokens. We do not hold governance tokens and, therefore, have no ability to influence protocol governance decisions. Token holders could vote to implement changes that materially and adversely affect the terms of liquid staking, including modifications to fee structures, redemption processes, validator selection criteria, or other operational parameters. Such governance actions, or the failure of governance processes, could reduce the value or redeemability of our liquid staking tokens. In addition, the BENQI Protocol (or related protocols) could cease operations, experience a governance failure, or be subject to malicious attacks that compromise its functionality or security.

In addition, liquid staking tokens, such as tAVAX and sAVAX, are less liquid than the underlying AVAX token. While holders may sell these tokens on decentralized exchanges, such sales may incur significant slippage and result in proceeds substantially below the theoretical exchange rate to AVAX, particularly during periods of market stress or low liquidity. Neither tAVAX nor sAVAX is widely listed on centralized exchanges, which concentrates trading activity in on-chain liquidity pools and may exacerbate price dislocations and volatility during periods of elevated selling pressure. The value of both tAVAX and sAVAX is correlated with the value of AVAX, which has historically experienced, and may continue to experience, significant price volatility. Although these liquid staking tokens are designed to maintain a predictable and increasing exchange rate relative to AVAX, they may trade at a discount to their theoretical value on secondary markets due to liquidity constraints, market sentiment, perceived protocol risks, or other factors.

There can be no assurance that we will be able to redeem or sell our liquid staking tokens at or near their theoretical exchange rate or in a timely manner. Any of the foregoing risks could result in material losses on our staked positions, impair our liquidity, and have a material adverse effect on our business, financial condition, and results of operations.

Risks Related to Demand for Data Center Space, Power and Connectivity.

If and when we enter the data center space the following risk factor will apply.

Our business depends upon the demand for data center space, power, and connectivity. We are expanding our business to own, acquire, develop, and operate data centers. A reduction in demand for data center space, power, or connectivity would materially and adversely affect our business, financial condition, results of operations, and cash flows.

Our substantial development pipeline and expansion activities make us particularly vulnerable to general economic slowdowns as well as adverse developments in the data center, Internet, data communications, and broader technology industries. Any such slowdown or adverse development could result in reduced corporate information technology (“IT”) spending or decreased demand for data center capacity. In addition, changes in industry practices, technological advancements, or the emergence of alternative technologies could reduce or render obsolete the demand for physical data center space that we provide.

Our customers may elect to develop new data centers for their own use, expand their existing data centers, or consolidate their operations into data centers owned or operated by third parties. Any of these actions could reduce demand for our data centers (particularly newly developed facilities), result in the loss of one or more key or potential customers, or place downward pressure on our pricing and occupancy rates. Furthermore, mergers, acquisitions, or consolidations among technology companies could further reduce the number of our existing and potential customers, increase our customer concentration, and make us more dependent on a smaller number of customers.

If our customers are acquired by or merge with entities that are not our customers, the resulting company may discontinue or significantly reduce its use of our data centers. We cannot assure you that we will be able to retain our customers, attract new customers, or maintain or increase occupancy and pricing levels at our facilities.

Any of the foregoing factors could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

Risks Related to Competition in the Data Center Industry.

If and when we enter the data center space the following risk factors will apply.

We face significant competition in the data center market, which may adversely affect our ability to lease space, maintain occupancy rates, and achieve favorable rental rates at our facilities.

We compete with existing data center operators as well as new entrants into the market, including entrants who may acquire our current competitors. Many of our competitors and potential competitors have material competitive advantages over us, including greater name recognition, longer operating histories, established relationships with current or potential customers, significantly greater financial, marketing, and other resources, and more ready access to capital. These advantages may allow them to respond more quickly to new or emerging opportunities, develop or acquire additional data center capacity, and compete more effectively for customers.

If our competitors offer data center space that customers or potential customers perceive to be superior to ours (based on factors such as available power, security, location, connectivity, or other attributes), or if they offer rental rates at or below current market rates or the rates we are seeking, we may lose existing or potential customers, face pressure to reduce our rental rates, or incur significant costs to enhance or upgrade our facilities. In addition, many competitors are continuing to develop additional data center space. An increase in the overall supply of data center capacity, whether from our competitors or otherwise, could lead to lower rental rates, longer leasing periods, increased vacancy rates, or delays in leasing our properties, including newly developed space.

Furthermore, if customers or potential customers require services or capabilities that we do not currently offer, we may be unable to secure their business. We cannot assure you that we will be able to compete successfully against current or future competitors.

Any of the foregoing factors could have a material adverse effect on our occupancy rates, rental revenues, business, financial condition, results of operations, and cash flows.

We expect that our customer agreements will include terms requiring us to meet certain service level commitments. A failure to meet those or other commitments or equipment damage in our data centers could subject us to contractual liability, including service level credits against customer rent payments, legal liability and monetary damages, regulatory sanctions, or, in certain cases of repeated failures, the right by the customer to terminate the agreement. Service interruptions, equipment failures or security breaches could also materially impact our brand and reputation globally and lead to customer contract terminations or non-renewals and an inability to attract customers in the future.

We and our third-party providers are vulnerable to cyberattacks and security breaches that could materially disrupt or compromise our operations, data and results.

We face evolving risks that threaten the confidentiality, integrity, and availability of information systems and data, including from state-sponsored espionage actors, financially motivated hackers, hacktivists and insiders, as well as through diverse attack vectors, such as social engineering/phishing, malware (including ransomware), human or technological error, or due to “bugs,” misconfigurations and known and unknown vulnerabilities in hardware, software, systems and processes that support our business. Even if vulnerabilities are publicly known or identified through our security tools, we cannot guarantee that patches or mitigating measures will be implemented before a threat actor can exploit them.

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