Some of the statements in this prospectus (including any documents incorporated by reference herein) contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond our ability to control or predict and that may cause actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by forward-looking statements.
In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these identifying words. Our forward-looking statements may include, among other things, statements about:
| · | our strategies and plans regarding the acquisition and use of cryptocurrency as reserve assets; |
| · | our financial and business performance, including our financial projections and business metrics; |
| · | macroeconomic conditions, including labor disputes, depreciation of the U.S. dollar, volatility in the capital markets, U.S.-China relations, inflationary impacts and disruptions to the global supply chain; |
| · | the imposition of duties and tariffs and other trade barriers and retaliatory countermeasures implemented by the U.S. and other governments; |
| · | changes in our strategy, future operations, financial position, estimated revenues and losses, forecasts, projected costs, prospects and plans; |
| · | increase in supply chain costs, including raw materials, sourcing, and transportation; |
| · | our inability to anticipate the future market demands and future needs of our customers; |
| · | the impact of component shortages, suppliers’ lack of production capacity, natural disasters or pandemics on our sourcing operations and supply chain; |
| · | our ability to meet the prospective delivery time for our products and fulfill customer orders; |
| · | our ability to cover our future capital expenditures and to pay down our near-term debt obligations; |
| · | our ability to obtain funding and raise capital for our operations; |
| · | our ability to access the capital markets and credit markets; |
| · | our anticipated financial performance, including gross margin, and the expectation that our future results of operations will fluctuate on a quarterly basis for the foreseeable future; |
| · | our expected capital expenditures, cost of revenue and other future expenses, and the sources of funds to satisfy the liquidity needs of the Company; |
| · | our ability to maintain the listing of our common stock on the Nasdaq; |
| · | technology, cybersecurity, and data privacy risks; |
| · | intense market competition; |
| · | geopolitical conditions, including political instability in the U.S. and China, unrest and sanctions, war, conflict, including the ongoing conflicts between Russia and Ukraine, conflicts in the Middle East, and increasing tensions between China and Taiwan; |
| · | legislative and regulatory risks, including those relating to the recent enactment of the One Big Beautiful Bill Act; |
| · | uncertainties and risks relating to new trade regulations, including tariffs and export control regulations; |
| · | the market price and value of digital assets are highly volatile, which may materially and adversely affect the value of our digital asset holdings and our financial condition; |
| · | the regulatory environment governing digital assets is evolving, uncertain, and subject to change, which could adversely affect our business, financial condition, and results of operations; |
| · | reputational risks; and |
| · | other risks and uncertainties described in the registration statement of which this prospectus forms a part, including those under the section entitled “Risk Factors” and those incorporated by reference herein. |
We caution readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date they are made. We disclaim any obligation, except as specifically required by law and the rules of the SEC, to publicly update or revise any such statements to reflect any change in company expectations or in events, conditions or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.
You should read this registration statement and the documents that we incorporate by reference herein and therein and have filed as exhibits to the registration statement of which this prospectus is part, completely and with the understanding that our actual future results may be materially different from what we expect. You should assume that the information appearing in this prospectus is accurate as of the date on the cover of this prospectus only. Our business, financial condition, results of operations and prospects may change. We may not update these forward-looking statements, even though our situation may change in the future, unless we have obligations under the federal securities laws to update and disclose material developments related to previously disclosed information. We qualify all of the information presented in this prospectus, and particularly our forward-looking statements, by these cautionary statements.
