Shuttle Pharmaceuticals Holdings, Inc.

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

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

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:

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.

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.

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:

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.

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.

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.

Colocation host infrastructure is subject to the following potential disruptions:

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.

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.

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

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.

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

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.

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:

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

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:

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.

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.

United Dogecoin may be vulnerable to cybersecurity threats and breaches.

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.

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.

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.

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.

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

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.

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.

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.

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.

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

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.

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

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.

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.

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.

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.

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

United Dogecoin is a development stage entity with a limited management team and has only recently commenced operations. As United Dogecoin continues to build its business, ongoing development and anticipated growth are expected to place considerable strain on its management, operational, and financial infrastructure. To remain competitive within the Dogecoin mining sector, United Dogecoin may need to revise its business model or introduce new offerings or business lines periodically. Significant time and resources may be required to develop and market such offerings, and timelines for launching new business lines may not be met. Profitability goals may also prove unattainable. External factors—including regulatory compliance, industry competition, and evolving market demand—can further influence the successful rollout of new offerings. United Dogecoin’s personnel and technology systems may not adapt effectively to these changes, and integration of new business lines into existing operations may be challenging, especially given United Dogecoin’s lack of experience managing such initiatives. Competitive dynamics may prevent United Dogecoin from proceeding as planned or competing successfully. Even if United Dogecoin expands into new jurisdictions or business areas, such expansion may not yield expected profits. Additionally, introducing new offerings or business lines could significantly impact the effectiveness of United Dogecoin’s internal controls. If United Dogecoin does not effectively manage these risks during the development and implementation of new business lines, its business, financial condition, and operating results could be materially and adversely affected. Furthermore, United Dogecoin cannot guarantee that it will successfully identify all emerging trends and growth opportunities within Dogecoin mining or related markets, which may result in missed opportunities and further adverse effects on United Dogecoin’s business, financial condition, and operating results.

United Dogecoin may not respond adequately to price volatility and fast-evolving technology.

Dogecoin mining and related industries are highly competitive and require advanced technology for effective operations. These sectors are marked by swift technological advancements, regular product launches, improvements, and shifting industry standards. New technologies, methods, or products might emerge that outperform those expected to be utilized by United Dogecoin, and United Dogecoin will need to manage transitions to remain competitive. Although United Dogecoin is investing in hardware and technology for its facilities, it may not succeed—either generally or compared to competitors—in implementing new technology promptly or cost-effectively. System interruptions and failures may occur during such upgrades, and United Dogecoin cannot guarantee that anticipated benefits from new technology will be realized in a timely manner, if at all. As a result, United Dogecoin’s business, financial position, and operational results may be negatively affected.

Should United Dogecoin decide to pursue ownership or development of data center facilities in the future, constructing new data centers, expanding existing ones, or redeveloping facilities could introduce substantial risks to United Dogecoin’s dogecoin-focused business.

To support growth in targeted markets, United Dogecoin may need to expand an existing data center, lease new facilities, or acquire land for development. Global supply chain disruptions and inflation have exacerbated these risks and introduced new challenges. Key risks associated with data center development, expansion, or construction include:

United Dogecoin may face rising construction costs due to increasing prices for labor and raw materials, supply chain challenges, and heightened demand. Delays, difficulties in finding replacement goods, persistent inflation, and other disruptions could significantly impact costs for current or planned projects. Selecting appropriate sites is critical to United Dogecoin’s expansion, but suitable properties with high-power capacity and fiber connectivity may be scarce. United Dogecoin anticipates ongoing limitations in power availability and grid constraints in many markets, as well as shortages of necessary equipment, which could lead to site selection difficulties, construction delays, or higher expenses.

Currently, United Dogecoin anticipates to operate within the United States and Canada, which could expose United Dogecoin to risks related to international business activities.

As United Dogecoin expands outside the United States to Canada and perhaps other foreign jurisdictions, it may become exposed to various risks typically associated with international operations, such as:

Should United Dogecoin undertake international operations in the future, it may incur substantial costs and these expenditures may not necessarily yield greater profitability. If United Dogecoin does not effectively manage these risks, its international activities could be negatively impacted, potentially harming its business, financial condition, and operating results.

If United Dogecoin fails to grow its hash rate, it may be unable to compete, and its business, financial condition, and results of operations could suffer.

Generally, a miner’s likelihood of solving a block on blockchain networks that utilize the Scrypt PoW consensus algorithm and earning the associated Dogecoin block reward and transaction fees depends on the miner’s hash rate, which is the amount of computing power dedicated to supporting these networks, compared to the total hash rate of all participating rigs.

As more participants join Scrypt Networks, the total network hash rate may rise, as additional companies deploy more computing resources to compete for block rewards. The introduction of new or more efficient mining equipment by competitors could increase network difficulty and decrease the share of rewards earned by any miner that does not expand its hash rate at a similar rate.

To remain competitive, United Dogecoin would need to continuously acquire and deploy additional mining equipment to replace machines lost to wear-and-tear or damage and to increase its hash rate in step with the growth of the aggregate network hash rate across Scrypt Networks. There is no assurance that United Dogecoin will have sufficient capital, access to equipment, or operational capacity to acquire and deploy new rigs at the scale or pace necessary to maintain or improve the profitability of future mining operations.

Additionally, predicting growth in network hash rate is highly challenging. Typically, increases in hash rate would be expected to correlate with rising Dogecoin prices, but this is not always the case. If hash rate increases without a corresponding rise in Dogecoin prices, United Dogecoin may not recover its investment in hardware and processing power needed to upgrade mining operations, and its results could suffer.

United Dogecoin may be unable to purchase rigs at scale or face delays or difficulty in obtaining new rigs at scale.

The profitability of United Dogecoin’s mining operations using the Scrypt PoW consensus algorithm would depend on whether the costs—including hardware and electricity—remain lower than the price of Dogecoin at the time of sale. As the cost to obtain new rigs increases, so does the cost of producing Dogecoin. Rigs experience wear-and-tear and may also face malfunctions beyond United Dogecoin’s control. Technology advancements may require United Dogecoin to acquire newer miner models to remain competitive. Upgrading and refreshing mining machines requires substantial capital investment, and United Dogecoin may face challenges in doing so promptly, depending on the price and availability of new rigs and access to capital resources.

United Dogecoin has observed periods where new rigs were scarce and delivery schedules delayed. There is no assurance that manufacturers will keep pace with surges in demand for mining equipment or fulfill orders fully and on time. Global supply chain issues or geopolitical matters may also impact manufacturers’ ability to deliver. If suppliers cannot meet demand, United Dogecoin may not be able to purchase rigs in sufficient quantities or on required delivery schedules. Advance deposits may be required, tying up capital for extended periods. If suppliers default, United Dogecoin may need to pursue recourse in international jurisdictions, which could be costly, time-consuming, and uncertain. There is no guarantee United Dogecoin would recover deposits paid, which could adversely affect its business, financial condition, and results of operations.

United Dogecoin may rely on third-party mining pool service providers for mining revenue payouts that may have a negative impact on its business, financial condition, and results of operations.

United Dogecoin would receive Dogecoin mining rewards through third-party mining pool operators. Mining pools allow rigs to combine processing power, increasing their chances of solving a block and getting paid. United Dogecoin would provide computing power to pools, which use it to operate nodes and validate blocks, then distribute United Dogecoin’s pro-rata share of Dogecoin mined based on contributed computing power.

Under mining pool agreements, United Dogecoin’s daily payout would be calculated based on hash rate contribution during the applicable period, after deducting pool fees. If pool operator systems experience downtime due to cyberattacks, software malfunctions, or similar issues, United Dogecoin’s ability to mine and receive rewards would be negatively affected. United Dogecoin depends on the accuracy of pool operators’ record keeping. If rewards are incorrectly calculated, United Dogecoin may have little recourse other than leaving the pool. Inconsistent or inaccurate rewards could adversely affect United Dogecoin’s business, financial condition, and results of operations.

The further development and acceptance of the Scrypt network and Dogecoin is subject to a variety of factors that are difficult to evaluate. The slowing or stopping of the development or acceptance of digital asset systems may adversely affect United Dogecoin’s business, financial condition, and results of operations.

The use of Dogecoin for transactions is part of a rapidly evolving industry based on cryptographic protocols. The growth of this industry and the use of Dogecoin is highly uncertain, and development or acceptance may slow or stop unpredictably. Other factors affecting development and acceptance include regulatory changes, consumer preferences, limitations on financial institutions, maintenance and development of network protocols, consolidation in mining pools, popularity of alternative methods of transactions, use of networks for smart contracts, general economic conditions, environmental restrictions, increases in transaction costs, and negative consumer sentiment. Any of these factors could negatively impact United Dogecoin’s business, financial condition, and results of operations, as well as the value of Dogecoin mined or held.

The emergence of competing blockchain platforms or technologies may cause industry participants and consumers to abandon Scrypt networks. Since United Dogecoin would mine only dogecoin and lytecoin, it could face difficulty adapting to new blockchain alternatives, which could prevent realization of anticipated profits and materially affect its business, financial condition, and results of operations.

United Dogecoin’s operations, investment strategies, and profitability may be adversely affected by competition from other methods of investing in Dogecoin or other digital assets.

United Dogecoin would compete with other companies mining dogecoin, as well as other financial vehicles such as securities, derivatives, or funds linked to digital assets. Market conditions may make it more attractive to invest directly in dogecoin or in other vehicles, which could reduce the market for our shares, and limit liquidity. Regulatory scrutiny of financial vehicles linked to dogecoin could also affect United Dogecoin’s ability to pursue its strategy or operate, materially impacting its business, financial condition, results of operations, and the value of dogecoin mined or held.

The characteristics of Dogecoin have been, and may continue to be, exploited to facilitate illegal activity such as fraud, money laundering, tax evasion, and ransomware scams. Dogecoin exchanges are relatively new and largely unregulated, making them more susceptible to fraud and failure. Such circumstances may reduce the price of dogecoin and adversely affect United Dogecoin’s business, financial condition, and results of operations.

Dogecoin and its exchanges are new and mostly unregulated. Features such as rapid transactions, cross-jurisdictional activity, irreversible transactions, and anonymity make dogecoin susceptible to illegal uses. Many exchanges lack transparency about ownership, management, or compliance. Negative perception or instability among exchanges may reduce confidence in dogecoin, result in higher volatility, and adversely affect United Dogecoin’s business, financial condition, and results of operations.

While United Dogecoin would maintain policies designed to comply with anti-money laundering and sanctions laws, if it transacts with bad actors using dogecoin for illicit purposes, it may face regulatory proceedings or restrictions. Negative perception and instability in digital asset markets, or the closure of exchanges due to fraud or security breaches, may reduce confidence and increase volatility. If investors view United Dogecoin’s stock as linked to dogecoin holdings, negative sentiment could impact its stock price.

It may be illegal now, or in the future, to acquire, own, hold, sell, or use Dogecoin, participate in blockchains, or utilize similar digital assets in one or more countries.

Currently, digital assets such as dogecoin are lightly regulated in most countries, but some, such as China, have severely restricted their use, including bans on mining and transactions. In certain nations, it is illegal to accept dogecoin for payments or to deposit dogecoin in banks. Such restrictions may limit large-scale use of dogecoin and could materially affect United Dogecoin’s business, financial condition, and results of operations, and the value of dogecoin mined or held.

A failure to properly monitor and upgrade the Scrypt network’s protocol could damage that network and an investment in United Dogecoin’s securities.

Scrypt-based blockchain networks are open-source projects, and contributors are typically not compensated for maintaining or updating protocols. Lack of financial incentives or resources may reduce promptness in addressing issues. If contributors fail to adequately maintain Scrypt-based protocols, United Dogecoin’s business, prospects, operations, and the value of dogecoin mined or held could be materially affected.

There is a possibility of Scrypt mining algorithms transitioning to “proof of stake” validation, which could make United Dogecoin less competitive and adversely affect its business, financial condition, and results of operations.

“Proof of stake” is an alternative validation method for digital asset transactions. If the Scrypt network transitions from “proof of work” to “proof of stake,” mining would require less energy and could render United Dogecoin less competitive. If United Dogecoin’s rigs cannot be modified to accommodate protocol changes, its business, financial condition, and results of operations would be significantly affected.

If a malicious actor or botnet obtains control of a majority of the processing power active on the dogecoin network, the blockchain may be manipulated in a manner that adversely affects an investment in United Dogecoin.

If a malicious actor or botnet gains majority control over processing power on the dogecoin network, it may alter the blockchain by constructing fraudulent blocks or preventing transactions from completing. Such control could enable “double-spending” and block confirmation delays. If the network does not reject fraudulent blocks, reversing changes may not be possible.

If rigs cease operations, processing power on the dogecoin network would decrease, making it more vulnerable to malicious actors obtaining majority control. Mining pools may occasionally exceed the 50% threshold, posing a risk of centralization. Unless the ecosystem ensures greater decentralization, the risk of majority control increases, which could adversely impact United Dogecoin’s business, financial condition, and results of operations.

Weather events and manmade disasters may affect United Dogecoin’s business.

Severe weather events or disasters may cause physical damage, disrupt power, increase electricity costs, or interrupt services at United Dogecoin’s colocation sites or those of vendors. Business continuity plans may not be effective under all circumstances. Prolonged disruption could materially affect United Dogecoin’s business, financial condition, and results of operations.

Forks or protocol changes in Scrypt-based digital asset networks may adversely affect the value of dogecoin United Dogecoin holds.

Contributors may propose changes to Scrypt-based protocols, including dogecoin, which could result in a “fork.” If modifications are accepted by a substantial plurality but not a majority, parallel competing blockchains may emerge. The value of dogecoin after a fork depends on many factors, including market reaction and network adoption. United Dogecoin may be expected to hold equivalent amounts of old and new assets after a fork, but may not be able to secure or realize the economic benefit of the new asset due to custody, risk, cost, or legal barriers. This could adversely affect the value of dogecoin held and United Dogecoin’s business, financial condition, and results of operations.

United Dogecoin is expected to be highly concentrated in dogecoin, which is highly volatile. Fluctuations in the price of dogecoin have influenced, and are likely to continue to influence, United Dogecoin’s business, financial condition, results of operations, and the market price of our common stock.

United Dogecoin’s investments and treasury strategy are expected to be highly concentrated in dogecoin. Revenue would be generated from Dogecoin rewards earned through mining, and United Dogecoin may acquire additional dogecoin through market purchases. Thus, United Dogecoin’s business, financial condition, and results of operations would be materially exposed to price movements in dogecoin.

Dogecoin has experienced significant price volatility, which has influenced and will likely continue to influence United Dogecoin’s operating results and the market price of our common stock. United Dogecoin would be adversely affected if dogecoin’s market price were to decline substantially due to decreased user and investor confidence, investment and trading activities, negative publicity, changes in consumer preferences, competition from other digital assets, declines in prices of other digital assets, disruptions in exchanges, cyber-attacks, bankruptcy filings, regulatory actions, reductions in mining rewards, scalability limitations, macroeconomic conditions, advances in cryptography, or geopolitical changes.

From time to time, United Dogecoin may enter into certain hedging transactions to mitigate exposure to fluctuations in the market price of dogecoin. Engaging in hedging transactions may expose United Dogecoin to risks associated with such transactions, including counterparty risk.

Hedging against declines in the value of United Dogecoin’s expected dogecoin holdings caused by volatility does not eliminate the possibility of losses if values decline for reasons other than those being hedged. Hedging may also limit gains if dogecoin prices increase.

It may not be possible to hedge against specific price movements if a hedging transaction is unavailable at an acceptable price. United Dogecoin may not be successful in mitigating its exposure to volatility in dogecoin prices through any hedging transactions undertaken.

United Dogecoin would hold dogecoin as a principal component of its treasury and operating strategy and, as a result of merged Scrypt mining, may also receive and hold other digital assets in de minimis amounts from time to time.

United Dogecoin’s digital asset holdings would not be insured and would not be held with a banking institution or a member of the Federal Deposit Insurance Corporation or Securities Investor Protection Corporation. Instead, United Dogecoin would safeguard its material digital asset holdings by utilizing third-party custody solutions. Although custodians employ security measures, neither United Dogecoin nor its custodians can guarantee against loss, damage, or theft. Insurance coverage may be limited or insufficient. Concentrated holdings of Dogecoin increase risks related to security breaches, operational failures, or custody risks. Any loss of digital assets could adversely affect United Dogecoin’s business, financial condition, and results of operations.

United Dogecoin would not directly possess or control private keys for the majority of its Dogecoin holdings, relying on third-party custodians to manage key infrastructure. United Dogecoin depends on the operational integrity and security of custodians to maintain access to its assets.

Any failure or compromise of a custodian’s systems could result in delayed access to, partial loss, or permanent loss of United Dogecoin’s Dogecoin. Transactions are generally irreversible, and any dogecoin that is stolen or incorrectly transferred may be irretrievable. United Dogecoin may have limited means of recovering assets lost due to the actions or failures of custodians or service providers, which could adversely affect its business, financial condition, and results of operations.

Dogecoin and the blockchain networks on which it operates have been, and may in the future be, subject to security breaches, cyberattacks, or other malicious activity.

Dogecoin and its supporting infrastructure may be vulnerable to cyberattacks, insider misconduct, technical failures, or other security incidents. A successful breach or compromise affecting United Dogecoin, its custodians, or service providers could result in partial or total loss of dogecoin or restrict access, which may not be covered by insurance. Natural disasters or human actions may also disrupt access. Any such loss or restriction could materially affect United Dogecoin’s business, financial condition, and results of operations.

Due to the evolving nature of insolvency law and market practice, digital assets held in custody for customers may be treated as part of a custodian’s bankruptcy estate.

United Dogecoin would maintain substantially all dogecoin in cold-storage custody arrangements with third-party custodians. Although generally expected that assets held in custody would not be treated as part of a custodian’s bankruptcy estate, insolvency law and market practice relating to digital assets remain untested in certain respects.

If, in the event of a bankruptcy or insolvency of a custodian, any dogecoin held on United Dogecoin’s behalf were deemed property of the bankruptcy estate, United Dogecoin could be treated as a general unsecured creditor. This could inhibit access or ownership rights over dogecoin and materially affect United Dogecoin’s business, financial condition, and results of operations.

Transactions executed through OTC counterparties may expose United Dogecoin to operational and counterparty risks.

In connection with treasury management activities, United Dogecoin may execute dogecoin transactions through OTC counterparties and agency-desk execution services. These activities expose United Dogecoin to operational and counterparty risks, including settlement delays, transaction errors, unauthorized transfers, disputes, and counterparty insolvency. Incidents affecting execution counterparties or market infrastructure could impair United Dogecoin’s ability to transact, result in losses, and damage its reputation, adversely affecting business, financial condition, and results of operations.

United Dogecoin may face risks related to liquidity.

Liquidity risk is the risk that United Dogecoin will not be able to meet financial obligations as they come due. United Dogecoin would fund obligations primarily from cash and may sell Dogecoin to fund working capital needs. Liquidity may be adversely affected by declines in Dogecoin prices, increases in operating costs, reduced mining profitability, regulatory developments, or capital market volatility. United Dogecoin may not be able to raise funds in a timely manner, in sufficient amounts, or on acceptable terms. Financing could result in dilution or impose restrictive covenants. If United Dogecoin cannot generate sufficient liquidity, it may need to reduce capital expenditures, curtail growth, or materially alter strategy, affecting its business, financial condition, and results of operations.

Adverse developments to Scrypt-based blockchain networks may impact mining revenue streams.

United Dogecoin’s mining operations would be entirely dependent on the Scrypt algorithm. Adverse developments affecting Scrypt-based networks, including changes to incentives, transaction fee economics, or miner participation, could simultaneously impact all mining revenue streams. Unlike rigs operating across multiple algorithms, United Dogecoin would not be able to reallocate computing power without significant capital or operational disruption. Any sustained deterioration in Scrypt-based mining economics could materially affect United Dogecoin’s business, financial condition, and results of operations.

The pseudonymous nature of blockchain transactions poses a risk that United Dogecoin’s dogecoin may be associated with illicit or sanctioned activities.

U.S. sanctions laws restrict dealings with sanctioned persons and jurisdictions. Due to the pseudonymous nature of dogecoin transactions, there is a risk that the dogecoin that United Dogecoin receives, holds, or transfers could be associated with sanctioned persons or illicit activity. While United Dogecoin may implement policies to mitigate these risks, controls may not be fully effective. Any actual or alleged violation could result in investigations, penalties, reputational harm, and restrictions on United Dogecoin’s ability to transact, materially affecting its business, financial condition, and results of operations.

There are risks associated with derivative transactions involving dogecoin.

United Dogecoin may engage in derivative transactions on dogecoin for hedging purposes. These transactions expose United Dogecoin to additional risks, including basis risk, liquidity risk, margin and collateral requirements, mark-to-market volatility, model risk, operational risk, and counterparty risk. Hedging strategies may prove ineffective or may limit gains if dogecoin prices rise. In stressed market conditions, hedging instruments may be unavailable or expensive, and United Dogecoin may incur losses on hedges and underlying assets simultaneously. Regulatory treatment of digital asset derivatives continues to evolve, and changes could increase compliance costs for United Dogecoin.

The medium- to long-term value of United Dogecoin’s digital asset holdings may be adversely affected by technological, network, cybersecurity, protocol, and adoption risks inherent in blockchain technologies.

The medium-to-long term valuation of digital assets held in United Dogecoin’s treasury is expected to be influenced by a variety of factors associated with blockchain technologies and network development. These factors include the recency of digital asset introduction, dependence on technological infrastructure, the role played by network participants, and susceptibility to malicious activity. Risks such as early-stage protocol development, loss of access to private keys, reliance on internet connectivity, blockchain forks, scaling challenges, lack of developer incentives, and potential cryptographic vulnerabilities may collectively impact the value and stability of digital assets.

Dogecoin price movements may become increasingly correlated with broader financial markets, and declines in dogecoin could reduce the value of United Dogecoin’s assets.

The returns associated with dogecoin have, at times, diverged from other asset classes. However, there is no assurance that such divergence will persist, and price movements may become increasingly correlated with broader financial markets. It is expected that, should the value of dogecoin decline, the value of United Dogecoin’s assets may experience a corresponding decrease.

Dogecoin’s status as a memecoin may expose United Dogecoin to heightened price volatility, speculative trading, and market manipulation risks.

Dogecoin originated as a memecoin, inspired by internet trends and lacking a stated use case or intrinsic value beyond its role as a digital collector’s item. Memecoins are subject to heightened volatility, often driven by viral online communities. United Dogecoin anticipates that dogecoin’s history as a memecoin may result in unpredictable and extreme price fluctuations, which could materially affect the value of dogecoin holdings and, by extension, the anticipated value of our common stock. Memecoins have historically been associated with market manipulation schemes, including pump and dump and wash trading.

Dogecoin’s unlimited supply may reduce its long-term value and negatively affect United Dogecoin’s treasury strategy and asset accumulation.

Dogecoin’s unlimited supply presents unique risks to its long-term value and the integrity of its network. Continuous daily mining without a supply cap may cause the value of dogecoin to decline absent sustained new demand. This dynamic is expected to impact adoption and network participation, as value incentives diminish. United Dogecoin recognizes that unlimited supply could undermine network integrity and negatively affect treasury asset accumulation strategies.

Evolving regulatory frameworks for digital assets may impose additional compliance burdens, operational constraints, and costs on United Dogecoin.

United Dogecoin anticipates that evolving regulatory interpretations may subject its activities, including treasury execution and related processes, to additional compliance obligations. Although operations have not commenced and United Dogecoin does not currently act as a money transmitter, exchange, or hosted-wallet provider, future regulatory changes could increase compliance costs and operational constraints, thereby affecting business prospects and financial outcomes.

If dogecoin or other digital assets are deemed securities, United Dogecoin could face reduced liquidity, restricted trading and custody channels, and additional regulatory obligations.

A potential determination by regulatory authorities that dogecoin or other digital assets are classified as securities may have material adverse effects on treasury asset value and common stock. Such a determination could restrict trading, clearing, and custody channels, reduce liquidity, and complicate market conversions. If digital assets held in treasury are deemed securities, United Dogecoin may be subject to additional regulatory frameworks, including the Investment Company Act of 1940, as amended, depending on asset composition.

New digital asset legislation could increase United Dogecoin’s compliance costs, reporting obligations, operational complexity, and restrictions on its business strategy.

Legislative proposals, such as the Digital Asset Market Clarity Act of 2025 (the “CLARITY Act”), are expected to shape the regulatory landscape for digital assets. Should such legislation be enacted, it may classify certain assets as digital commodities and expand oversight by the Commodity Futures Trading Commission. New compliance obligations, reporting requirements, and prohibitions on yield offerings for stablecoin holdings are anticipated to increase operational complexity and costs for United Dogecoin. These developments could materially affect business strategy, liquidity, and market positioning.

Regulatory changes or enforcement actions by U.S. federal or state agencies could restrict United Dogecoin’s digital asset activities and adversely affect its business and value.

Anticipated regulatory scrutiny from U.S. federal and state agencies may alter the value and permissible uses of dogecoin. Agencies are expected to examine digital asset networks for risks related to illicit activities, safety, and soundness. Future regulatory actions may impose new restrictions or requirements, potentially affecting United Dogecoin’s ability to operate and the value of our common stock. Legislative reversals and renewed enforcement campaigns are possible, contributing to uncertainty in the digital asset sector.

Foreign laws, regulations, geopolitical events, and market disruptions could impair global demand for dogecoin and reduce the value of United Dogecoin’s digital asset holdings.

Foreign jurisdictions are expected to continue adopting laws and regulations that affect digital asset networks, trading platforms, and user activities. Conflicts between U.S. and foreign regulations may impede acceptance and growth of dogecoin outside the United States, thereby impacting global demand and treasury value. Events such as telecommunications interruptions, cyber-attacks, civil disturbances, and geopolitical developments may also contribute to volatility and negatively affect digital asset markets.

Uncertain or changing tax treatment of digital assets could adversely affect dogecoin prices, United Dogecoin’s treasury value, and stockholder tax consequences.

The tax treatment of digital assets remains uncertain, particularly for U.S. federal, state, local, and foreign tax purposes. United Dogecoin anticipates that future guidance or changes in tax regulations could have adverse effects on digital asset prices and, consequently, treasury value and our common stock. Developments such as forks, airdrops, and similar occurrences may increase uncertainty regarding tax obligations and asset classification.