Shuttle Pharmaceuticals Holdings, Inc.

Current report

Item 1A. Risk Factors.

Current report

Included below, as risk factors that relate to United Dogecoin, a wholly owned entity, and operations.

Current report

Our United Dogecoin investee is an early-stage company with limited operating history.

Current report

The recently acquired United Dogecoin entity is an early-stage company which had no operations or material assets upon its acquisition and currently with a limited operating history. United Dogecoin has not generated revenue to date, only recently acquired its first assets, and no assurance can be made that United Dogecoin will achieve revenues or profitability in the near future, if ever. Accordingly, you should consider United Dogecoin’s business prospects in light of the costs, uncertainties, delays, and difficulties frequently encountered by companies in the early stages of development. Potential investors should carefully consider the risks and uncertainties that a company with limited operating history will face. Without limitation, potential investors should consider that United Dogecoin may be unable to:

Current report

In addition, United Dogecoin expects to expand its planned business offerings from crypto mining and acquisition, to more broadly focus on the development, ownership, and operation of large-scale computing infrastructure supporting blockchain networks, artificial intelligence, and high-performance computing workloads. United Dogecoin is seeking to build an energy-first digital infrastructure platform designed to deploy computing capacity across multiple end markets as demand evolves. United Dogecoin can give no assurance that this expansion of its planned business model will be successful.

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United Dogecoin has a limited operating history in the cryptocurrency mining space, and is subject to a number of risks and uncertainties which may affect its future viability.

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As of the filing date of this Quarterly Report on Form 10-Q, United Dogecoin has yet to initiate any cryptocurrency mining operations. United Dogecoin purchased 500 dogecoin mining equipment rigs, with an expectation to purchase an additional 2,500 when funds permit. Additionally, among the risks and uncertainties applicable to United Dogecoin and its operations are:

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For all of these reasons, as well as competition among similar cryptocurrency (including dogecoin alternative “alt” coins), United Dogecoin’s cryptocurrency mining business may not be successful and you may lose all or some of your investment.

Current report

Failure of critical systems related to United Dogecoin’s operations and/or infrastructure could have a material adverse effect on its business, financial conditions, and results of operations.

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The critical systems related to United Dogecoin’s operations and infrastructure are subject to failure. Failure of any of its colocation hosts’ critical systems, including disruptions beyond United Dogecoin’s control, involving systems such as their data centers, equipment or services, routers, switches, power transmission, cooling systems, or network connectivity, could result in disruption, delay, or relocation of United Dogecoin’s operations, impacting United Dogecoin’s business operations, harming its reputation, and/or reducing its revenue (or projected start of revenue-generating operations). The destruction or critical failure of any of the facilities in which United Dogecoin’s mining rigs or other equipment is hosted could result in significant delays for repairs.

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Colocation host infrastructure is subject to the following potential disruptions:

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The occurrence of one or more of these events may have a material adverse effect on United Dogecoin’s business, financial condition, and results of its operations. Additionally, critical system failures may expose United Dogecoin to potential legal liability.

Current report

United Dogecoin has not yet entered colocation agreements or finalized power supply agreements; however, impacts to such third-parties could materially reduce United Dogecoin’s anticipated 43,200 GH/s hash rate and anticipated revenues. As a result of United Dogecoin’s equipment being stored in a third-party location, United Dogecoin’s ability to prevent, detect, and address certain impacts or system failures may be limited to the on-site capabilities of the third-party facility. Impacts requiring relocation of United Dogecoin’s dogecoin mining rigs could be costly, reduce anticipated revenue, and be limited due to geographical, geopolitical, or financial constraints.

Current report

United Dogecoin’s business may be impacted or influenced by geopolitical, social, economic, and other events and circumstances in the world.

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United Dogecoin’s business may be impacted or influenced by geopolitical, social, economic, and other events and circumstances in the world. These include natural disasters, public health crises including pandemics and epidemics, geopolitical tensions including sanctions or other government acts, interest rates, inflation, commodity pricing, legislation, regulations, foreign currency fluctuations, tariffs, fluctuations in capital markets, dogecoin popularity, alt coin competition, and other industry and financial trends. For example, colocation agreements require the availability of data centers with reliable access to power and water for operations. In the United States, several states have taken action to limit data center construction. These legislative and regulatory actions, which are largely outside of United Dogecoin’s influence, could adversely impact the availability of colocation facilities, increase demand for the same space, limit alternatives, and adversely affect United Dogecoin’s business, financial condition, and results of operations.

Current report

United Dogecoin faces competition and may not be able to compete against current and future competitors.

Current report

Cryptocurrency is a highly competitive and evolving market. At this time, United Dogecoin goal is to capture approximately 1.5% of the world’s dogecoin mining capacity. United Dogecoin anticipates competition to increase and intensify as existing and new competitors refine, improve, and expand their business operations. As United Dogecoin expects to expand in its existing market or enter new markets, it will compete against more companies operating both in the United States and globally, some of which may be more experienced, better resourced, or have greater capital access.

Current report

The rising demand for energy, fueled by the expansion of applications like dogecoin mining and other high-powered computing tasks, is increasingly outstripping available supply. Dogecoin mining, in particular, requires highly efficient operations and access to affordable, large-scale energy resources. In addition, high-performance computing workloads need advanced infrastructure with significantly greater capacity than traditional data centers offer. This growing gap is further challenged by ongoing supply chain issues and regulatory hurdles, which have led to longer wait times for essential equipment such as ASIC rigs, GPUs, generators, and transformers. Delays in connecting to the power grid have also created obstacles for expanding digital infrastructure. Within this rapidly changing environment, United Dogecoin finds itself in direct competition with cloud service providers, other digital infrastructure companies, and other cryptocurrency mining operations. The competitive dynamics differ depending on the aspect of our platform:

Current report

United Dogecoin is subject to risk associated with its reliance on electrical power.

Current report

United Dogecoin’s operations require significant amounts of electrical power and its business, financial condition, and results of operations may be impact by the unavailability of electricity and price changes in the power market. Market prices for power, capacity, transmission, and other services tied to United Dogecoin’s anticipated colocation hosts are unpredictable and are subject to rapid changes. Electricity can only be stored on a very limited basis and typically is produced for immediate subsequent use. As a result, prices are subject to rapid price swings due to supply and demand, especially in in the day-ahead and spots markets in a deregulated energy grid where United Dogecoin anticipates its colocation hosts to be located. Additional impacts to available electricity and pricing include:

Current report

Fluctuations in power availability and pricing caused by various factors may affect the profitability of wholesale power generation and the anticipated costs for future operations. It is expected that power will be sourced through power purchase agreements through the ERCOT grid, which has previously experienced widespread outages and significant price volatility. The ERCOT grid poses a range of risks, including equipment failures, accidents, cybersecurity threats, disruptions of information technology systems, labor issues, outdated infrastructure, delivery and transportation challenges, interruptions in fuel supply, and performance shortfalls. These risks could potentially hinder efficient business operations and result in increased costs, expenses, or losses.

Current report

Additionally, there is no guarantee that power suppliers will provide service to future colocation partner facilities, or that, once power purchase agreements are established, suppliers will continue to deliver power over any period. Such agreements may be terminated, or colocation hosts may lose access to power under certain circumstances, and replacement power might not be available on commercially reasonable terms—or at all—especially given limited power availability and grid constraints in many markets. If colocation hosts are unable to secure or maintain adequate power arrangements, it could materially and adversely impact anticipated business operations, financial condition, and results. Furthermore, as expansion is considered, competition for locations with affordable power access may be significant.

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United Dogecoin may be vulnerable to cybersecurity threats and breaches.

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The risks associated with network and data security continue to grow in complexity and sophistication, while incidents such as security breaches, malware infections, ransomware, and hacking attempts remain a significant concern. Even with established protocols and preventive measures, our existing and future computer systems and servers are expected to be susceptible to a variety of cybersecurity threats, including denial-of-service attacks, unauthorized physical or digital access, theft or misuse by employees, and similar disruptions resulting from tampering. Because methods used to compromise security are constantly evolving and often only identified once an attack is underway, United Dogecoin may be unable to quickly recognize a breach, put protective actions in place promptly, or assess whether those actions can be bypassed.

Current report

Recent trends in cyber threats involve the use of artificial intelligence (AI) and machine learning, alongside a rise in cyber extortion and ransomware incidents, which feature both higher ransom demands and increasingly sophisticated approaches. Furthermore, the adoption of AI by United Dogecoin, United Dogecoin’s parent or its other subsidiaries, or third parties may introduce new security vulnerabilities. Should someone circumvent these networks or infrastructure securities, they could gain access to proprietary or sensitive information. Addressing these threats or resolving issues caused by cyber incidents may require substantial investment and resources. Any future breaches might expose United Dogecoin to greater risk of legal action, regulatory fines, loss of confidential information, reputational damage, and higher security expenses, all of which could negatively impact our business, financial health, and operational results.

Current report

Additionally, United Dogecoin’s cryptocurrency holdings are anticipated to be managed by a third-party qualified custodian rather than being kept in-house. This exposes United Dogecoin to risks related to the custodian’s operational practices, security measures, system reliability, and financial stability. If the custodian experiences a cybersecurity breach, operational failure, insolvency, or other disruption, United Dogecoin may face delays or loss—partial or complete—in accessing its digital assets, which could materially harm its business, financial standing, and operational results. Although the custodian employs cold-storage solutions and other security strategies to protect digital assets, no custodial system is completely immune to cyberattacks, internal errors, human mistakes, or emerging threats.

Current report

United Dogecoin may be subject to many hazards and operational risks that can disrupt our business, some of which may not be insured or fully covered by insurance.

Current report

Dogecoin mining operations, once initiated, are expected to face various hazards and operational risks inherent to this business, including:

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Efforts to mitigate these risks may not always be effective or sufficient. Should any of these hazards or operational risks materialize, they could result in disruption of anticipated operations, legal liability, or litigation. Although it is expected that insurance coverage will be obtained and maintained at levels deemed appropriate, there can be no assurance that such coverage will be adequate or effective in all situations and against all potential hazards or liabilities. Even if insurance applies, there may be significant deductibles or coverage limits. Insurance policies typically carry standard exclusions, such as those for war or nuclear incidents. Any successful claim that is not fully insured could negatively impact the future dogecoin mining business, financial position, and anticipated results. Additionally, with rising insurance costs and evolving insurance markets, there is no guarantee that future coverage will remain available or be offered at rates or terms similar to those currently obtainable. Losses not covered by insurance could have a significant adverse effect on the expected dogecoin mining operations and financial condition.

Current report

Most of United Dogecoin’s infrastructure is anticipated to be located on collocated premises and the termination or higher renewal rate of our anticipated colocation contracts could have a material adverse effect on its business, financial conditions, and results of operations.

Current report

Since United Dogecoin expects to place its mining equipment in third-party colocation facilities, it faces additional risks should a colocation provider or one of its essential vendors encounter financial difficulties, insolvency, operational disruptions, or business interruptions. If a colocation provider becomes subject to bankruptcy or similar proceedings, issues could arise concerning access to United Dogecoin’s equipment, the prioritization of site operations, continued service provision, or enforcement of contractual rights. Such challenges could result in delayed, restricted, or prolonged inability to access hosted equipment. Even outside of bankruptcy, financial instability at a provider could lead to postponed maintenance, reduced staffing, weakened security measures, diminished operational redundancy, or increased pricing and more stringent contract terms. Any inability of the colocation provider to deliver services at expected performance levels, or any delay or limitation in accessing hosted equipment, could significantly and negatively affect United Dogecoin’s anticipated business activities, financial health, and operational outcomes.

Current report

United Dogecoin’s planned infrastructure will primarily rely on collocated premises, and there is no guarantee that colocation providers will consistently comply with contract terms, continue supporting United Dogecoin’s operations, or avoid terminating agreements despite intentions for long-term arrangements and renewal options. When initial contract terms expire, United Dogecoin may need to renegotiate terms with colocation providers. If new rates are less favorable than expected, United Dogecoin would need to adjust revenues to offset any increased costs. Failure to do so could negatively impact anticipated operating income. Furthermore, there is a possibility that contracts may not be renewed at all. The termination or unfavorable modification of these agreements could have a material adverse effect on United Dogecoin’s expected business, financial condition, and operational results.

Current report

United Dogecoin is subject to risks associated with an internet-dependent business.

Current report

United Dogecoin’s anticipated mining operations will rely on stable internet access at third-party colocation facilities where its equipment is planned to be hosted. Since United Dogecoin does not own or operate these centers or provide internet connectivity directly, it must depend on colocation partners and their network service providers for reliable service. There is no guarantee that these providers will consistently deliver adequate internet connectivity, nor can United Dogecoin be certain that connectivity, once established, will remain uninterrupted or free from disruptions, degradation, or termination. Should any substantial interruption, reduction, or loss of connectivity occur at one or more colocation sites, United Dogecoin may need to limit or halt its mining activities at those locations, potentially resulting in a significant negative impact on United Dogecoin’s expected business, financial condition, and operational outcomes.

Current report

United Dogecoin’s success depends on key personnel whose continued service is not guaranteed.

Current report

United Dogecoin’s success is closely tied to the contributions of Ryan Trasolini, who possesses extensive expertise in cryptocurrency, as well as strong industry reputations. He is critical to United Dogecoin’s planned business. If United Dogecoin were to lose Mr. Trasolini, it could significantly hinder its ability to pursue business and operational opportunities, as well as potentially damage United Dogecoin’s relationships with capital markets participants and other industry stakeholders. As competition within our sector intensifies, the risk increases that competitors may seek to recruit Mr. Trasolini. The departure of Mr. Trasolini could deprive us of his expertise and relationships, which may have a substantial negative impact on the United Dogecoin business operations, financial position, and overall results.

Current report

The continued growth and performance of United Dogecoin’s business depend on United Dogecoin’s ability to identify, recruit, develop, motivate, and retain top technical talent across all operational areas. The competition for qualified professionals in this industry is fierce, and there is no certainty that United Dogecoin will always be able to attract or retain the talent it needs. If United Dogecoin fails to secure and maintain a strong technical team, its business, financial health, and operating results could be materially and adversely affected.

Current report

United Dogecoin does not anticipate directly obtaining or holding material facility-level permits or approvals for its mining operations, as its equipment will be hosted at third-party colocation facilities. Our colocation providers will be responsible for obtaining, maintaining, and complying with permits, licenses, and approvals required to own and operate their data center facilities, including those related to zoning, construction, power usage, and environmental or energy regulation.

Current report

While United Dogecoin anticipates that colocation providers will be responsible for meeting all necessary permitting and licensing requirements, United Dogecoin’s future operations could be negatively impacted if these providers fail to secure, uphold, or comply with relevant permits or approvals—or if such authorizations are revoked, altered, delayed, or made subject to stricter regulations due to changes in law, policy, or regulatory interpretation. Any such issues could lead to the suspension, limitation, or discontinuation of activities at one or more sites where United Dogecoin’s equipment is expected to be hosted, potentially resulting in a material adverse effect on United Dogecoin’s prospective business, financial stability, and operational outcomes.

Current report

New offerings or business lines may expose United Dogecoin to additional risks.