UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-K

(Mark One)

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, ~~2024~~2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from to

Commission File Number 001-32698

MGT CAPITAL INVESTMENTS, INC.

(Exact name of registrant as specified in its charter)

Delaware		13-4148725
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

540 Montreal Ave, Suite 133, Melbourne, FL		32935
(Address of principal executive offices)		(Zip Code)

(914) 630–7430

(Registrant’s telephone number, including area code)

Securities registered under section 12(b) of the Act:

Not applicable

Securities registered under section 12(g) of the Act:

Common stock, par value $.001 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days. Yes ☐ ☒ No ☒☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐ ☒ No ☒☐

Indicate by check mark whether registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
Emerging growth company ☐

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to section 13(a) of the Exchange Act. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive ~~oﬃcers~~officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its ~~audit report~~. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of June 2830, ~~2024~~2025, the last trading day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the registrant’s common stock held by non-affiliates was approximately $~~521~~683,~~344~~953, based on the closing price of the OTC Pink Marketplace of $0.0006.

As of ~~November~~March 716, ~~2025~~2026, the registrant had outstanding 45,~~340~~015,670,903 shares of common stock, $0.001 par value.

MGT CAPITAL INVESTMENTS, INC. AND SUBSIDIARY

INDEX

($ in thousands, except share and per–share amounts)

PART I		4
	Item 1. Business	4
	Item 1A. Risk Factors	76
	Item 1B. Unresolved Staff Comments	2610
	Item 1C. Cybersecurity	2610
	Item 2. Properties	2610
	Item 3. Legal Proceedings	2610
	Item 4. Mine Safety Disclosures	2610
PART II		2711
	Item 5. Market For Registrant’s Common Equity, Related Stockholder Matters And Issuer’s Purchases Of Equity Securities	2711
	Item 6. Reserved	2811
	Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	2811
	Item 7A. Quantitative and Qualitative Disclosure About Market Risk	3516
	Item 8. Financial Statements and Supplementary Data	3516
	Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	3516
	Item 9A. Controls and Procedures	3516
	Item 9B. Other Information.	3617
	Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	3617
PART III		3718
	Item 10. Directors, Executive Officers and Corporate Governance	3718
	Item 11. Executive Compensation	3919
	Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	4020
	Item 13. Certain Relationships and Related Transactions and Director Independence	4120
	Item 14. Principal Accountant Fees and Services	4121
PART IV		4222
	Item 15. Exhibits and Financial Statement Schedules.	4222
	Item 16. Form 10–K Summary.	4423
SIGNATURES		4524

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K and other written and oral statements made from time to time by us may contain forward-looking statements. Forward-looking statements can be identified by the use of words such as “expects,” “plans,” “will,” “forecasts,” “projects,” “intends,” “estimates,” and other words of similar meaning. One can identify them by the fact that they do not relate strictly to historical or current facts. These statements are likely to address our growth strategy, financial results and product and development programs. One must carefully consider any such statement and should understand that many factors could cause actual results to differ from our forward-looking statements. These factors may include inaccurate assumptions and a broad variety of other risks and uncertainties, including some that are known and some that are not. No forward-looking statement can be guaranteed and actual future results may vary materially.

These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Item 1A. Risk Factors” and the risks set out below, any of which may cause our or our industry’s 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 these forward-looking statements. These risks include, by way of example and not in limitation:

● Our history of operating losses and the uncertainty of achieving or maintaining profitability; ● ~~The volatility of the cryptocurrency markets and Bitcoin prices; ●~~ Our current lack of active revenue-generating operations and our dependence on identifying and successfully pursuing new business ~~opportunities~~opportunity; ● ~~Risks related to the sale of our Georgia facility and the cessation of our mining and hosting activities; ●~~ Our ability to obtain adequate financing on acceptable terms and in a timely manner to fund operations and strategic initiatives; ● Risks related to our current trading status on the ~~OTC~~OTCID ~~Expert~~ Market, including limited liquidity for our common stock; ● Dilution resulting from the issuance of significant amounts of common stock in connection with financings, conversions, and compensation arrangements; ● Our dependence on the continued service of key management, particularly our Interim Chief Executive Officer and Chief Financial Officer; and ● Regulatory and compliance risks associated with our prior involvement in the digital asset industry and any future strategic initiatives.

This list is not an exhaustive list of the factors that may affect any of our forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on our forward-looking statements. Forward-looking statements are made based on management’s beliefs, estimates and opinions on the date the statements are made, and we undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Information regarding market and industry statistics contained in this Annual Report on Form 10-K is included based on information available to us that we believe is accurate. It is generally based on industry and other publications that are not produced for purposes of securities offerings or economic analysis. We have not reviewed or included data from all sources. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and the additional uncertainties accompanying any estimates of future market size, revenue and market acceptance of products and services. As a result, investors should not place undue reliance on these forward-looking statements.

As used in this annual report, the terms “we”, “us”, “our”, “MGT” and the “Company” mean MGT Capital Investments, Inc. and its subsidiary, unless otherwise indicated.

All dollar amounts set forth in this Annual Report as of and for the year ended December 31, ~~2024~~2025 on this Form 10–K are in thousands, except per–share amounts.

PART I

Item 1. Business

The Company is a Delaware corporation incorporated in 2000. MGT was originally incorporated in Utah in 1977. MGT’s corporate office is in Melbourne, Florida.

~~Cryptocurrency~~Historically, the ~~Mining~~Company ~~Business~~has operated in the cryptocurrency mining and hosting industry, with a primary focus on Bitcoin. During the fiscal year ended December 31, 2025, our business underwent a significant strategic transition following the cessation of active mining operations and the sale of our primary operating facility.

~~Industry~~Recent Operational ~~Summary~~Developments

~~Bitcoin is~~ For a ~~world–recognized cryptocurrency,~~significant ~~which~~portion ~~can be traded and converted into major fiat currencies on cryptocurrency exchanges. Cryptocurrencies are a medium~~ of ~~exchange~~the ~~that~~fiscal ~~are~~year ~~transacted~~ended ~~through~~December ~~and~~31, ~~recorded on a decentralized distributed ledger system~~2025, ~~called~~our ~~the~~operations ~~“Blockchain.” The~~consisted ~~Blockchain is built by a chronological addition~~ of ~~transactions,~~hosting ~~which~~services ~~are~~for ~~grouped~~third-party ~~into blocks. Each new block requires a mathematical~~miners ~~problem to be solved before it can be confirmed~~ and ~~added~~self-mining toactivities ~~the~~at ~~Blockchain.~~our ~~The~~company-owned ~~processing~~facility ~~power~~in ~~used~~LaFayette, ~~to solve these mathematical problems is measured by Hash Rate or Hashes per second (“H/s”)~~Georgia. ~~The complexity of these problems~~However, ~~also~~several ~~referred~~material toevents asoccurred ~~mining~~during ~~difficulty,~~2025 ~~increases~~that ~~with~~have ~~the~~altered ~~network’s~~our ~~growing~~current ~~Hash~~business ~~Rate.~~status:

~~Bitcoin~~● ~~mining~~In ~~entails~~March ~~solving these~~2025, ~~complex~~the ~~mathematical~~lease ~~problems~~with ~~using~~our ~~custom~~largest ~~designed~~hosting customer expired, and ~~programmed~~we ~~application~~discontinued our remaining self-~~specific~~mining ~~integrated~~activities. ~~circuit~~● ~~(“ASIC”) computers~~On ~~(also~~May ~~referred~~13, to2025, aswe ~~“miners”).~~completed ~~Bitcoin~~the ~~miners~~sale ~~perform~~of aour ~~vital~~LaFayette, ~~function~~Georgia onfacility, ~~the~~including ~~Bitcoin~~several ~~Blockchain~~acres ~~network~~of land, byelectrical ~~performing these~~infrastructure, ~~calculations~~ and ~~adding~~mining ~~transaction~~containers, ~~blocks~~ to ~~the~~CSRE ~~Blockchain~~Properties ~~ledger~~LLC for $1,350. ~~When~~● aAs ~~miner~~of isDecember ~~successful~~31, in2025, ~~adding~~the aCompany ~~block~~continues to ~~the~~own ~~Blockchain~~35 Antminer S19 Pro miners, it isproviding ~~rewarded~~about ~~with~~3 aPh/s ~~fixed~~in ~~number~~potential ofhash ~~Bitcoin~~power. These units have been relocated to storage; awe ~~miner~~are ~~can~~actively ~~also~~seeking bethe ~~compensated~~best byalternative ~~network~~for ~~transaction~~the ~~fees~~use of such assets.

~~Additional information about Bitcoin, Blockchain and cryptocurrencies can be found on publicly available educational sources such as www.Bitcoin.org.~~Strategy

~~Our~~MGT’s historical ~~Operations~~business strategy was to maximize the value of its existing digital asset mining equipment while leveraging the Company’s expertise in developing and operating Bitcoin mining and hosting operations. In conjunction with our existing assets, our management is currently engaged in a strategic review process to determine the best use of our assets and other potential business opportunities. While we have historically maximized the value of our digital asset mining equipment, our immediate priorities include:

~~Cryptocurrency~~● ~~mining~~Maintaining Compliance: We have recently resolved delays in SEC periodic reporting and have regained full reporting status. Retaining full reporting status is of critical importance. ● Preserving Liquidity: Actively managing remaining corporate infrastructure and resources while minimizing overhead to manage limited capital resources ● Strategic Alternatives: Identifying and executing new ventures that can generate sustainable cash flow and long-term shareholder value. This evaluation includes potential mergers, acquisitions, or new business lines that may leverage our expertise in technology, digital assets and data infrastructure.

~~As of December 31, 2024,~~The ~~MGT conducted cryptocurrency activities at a company-owned and managed~~ Bitcoin ~~mining~~Mining ~~facility~~Industry in LaFayette, Georgia. Located adjacent to a utility substation, the several-acre property has access to about 20 megawatts (MW) of electrical power, half of which is presently utilized by the Company. Business activities are comprised of leasing space to third parties and self-mining operations.

~~As of December 31, 2024~~Bitcoin ~~and November 7, 2025, the Company owned approximately 35 Antminer S19 Pro miners providing about 3 Ph/s in hash power for self-~~mining. Asentails ofsolving ~~December~~complex ~~31,~~mathematical ~~2024,~~problems ~~the~~using ~~Company’s~~ASIC ~~mining~~computers ~~activity~~to ~~also~~perform ~~included~~calculations ~~the~~and ~~use~~add oftransaction ~~approximately~~blocks ~~115~~to ~~third-party owned miners that~~ the ~~Company considered abandoned~~Blockchain ledger. WeMiners ~~also~~are ~~offered~~rewarded ~~third-party~~with ~~owners of miners~~ a ~~hosting service under which MGT operated and maintained the miners for a~~ fixed ~~monthly~~number ~~fee.~~of ~~MGT’s~~Bitcoin ~~miners~~ and ~~those~~network ~~hosted~~transaction ~~for others were housed in a modified shipping container on the Company’s property in Georgia, which was sold in May 2025~~fees. ~~Following the sale, the Company’s 35 miners were relocated to storage pending determination of their future use.~~

The entire facility, including the land and improvements, five 2500 KVA 3-phase transformers, and three mining containers, were owned by MGT. Beginning in April 2023, a single tenant leased the property and electrical infrastructure to use for Bitcoin mining operations. The tenant provided, at its cost, the approximately 2,500 miners and 12 containers used its activities and was responsible for its electricity consumption.

	●	The Halving: The Bitcoin protocol includes an event known as “Halving” where the block reward is reduced by 50% roughly every four years. The most recent Halving occurred in April 2024, resulting in a reward of 3.125 Bitcoin per block.

	●	Industry Competition: As a Bitcoin mining company our industry was very new and subject to rapid change and constant innovation. We faced significant competition, including from companies that entered this space earlier than us and are better capitalized, with vertically integrated business models. Some of these companies were also our suppliers. We competed to attract, engage, and retain personnel, educated and skilled in the Blockchain and cryptocurrency mining space. The mining industry is highly competitive, featuring participants ranging from individual users to large-scale, vertically integrated enterprises like Bitmain, Riot Platforms, Inc., and Marathon Digital Holdings, Inc.

~~These measures improve~~Government utilization of our fixed asset base and better insulate us against the volatility of self- mining Bitcoin. On May 13, 2025, the Company sold its facility in LaFayette, Georgia to CSRE Properties LLC. Note 14 to the Company’s financial statements contained herewith includes additional information on the Company’s Bitcoin mining and hosting activities.Regulation

4Government regulation of cryptocurrency is being actively considered by the United States federal government via a number of agencies and regulatory bodies, as well as similar entities in other countries. State government regulations also may apply to our activities and other activities in which we participate or may participate in the future. Other regulatory bodies are governmental or semi-governmental and have shown an interest in regulating or investigating companies engaged in the cryptocurrency business.

Businesses that are engaged in the transmission and custody of Bitcoin ~~And~~and ~~Blockchain~~other ~~Overview~~digital assets, including brokers and custodians, can be subject to U.S. Treasury Department regulations as money services businesses as well as state money transmitter licensing requirements. Bitcoin and other digital assets are subject to anti-fraud regulations under federal and state commodity laws, and digital asset derivative instruments are substantively regulated by the U.S. Commodity Futures Trading Commission. Certain jurisdictions, including, among others, New York and a number of countries outside the United States, have developed regulatory requirements specifically for digital assets and companies that transact in them.

A Bitcoin is one type of a digital asset that is issued by, and transmitted through, an open source, math-based protocol platform using cryptographic security (the “Bitcoin Network”). The Bitcoin Network is an online, peer-to-peer user network that hosts the public Blockchain transaction ledger and the source code that comprises the basis for the cryptography and math-based protocols governing the Bitcoin Network. No single entity owns or operates the Bitcoin Network, the infrastructure of which is collectively maintained by a decentralized user base. Bitcoin can be used to pay for goods and services or can be converted to fiat currencies, such as the US Dollar, at rates determined on Bitcoin exchanges or in individual peer to peer end-user-to-end-user transactions.4

~~Bitcoins are “stored”~~Regulations ormay ~~reflected~~substantially onchange in the ~~Blockchain~~future, inand ait ~~decentralized~~is ~~manner~~presently onnot ~~the~~possible ~~computers~~to ofknow ~~each~~how ~~Bitcoin~~regulations ~~Network~~will ~~user.~~apply ~~The~~to ~~Blockchain~~our ~~records~~businesses, ~~the~~or ~~transaction~~when ~~history~~they ofwill ~~all~~be ~~Bitcoin~~effective. inAs ~~existence~~the regulatory and, ~~through~~legal ~~the~~environment ~~transparent~~evolves, ~~reporting~~we ofmay ~~transactions,~~become ~~allows~~subject ~~the~~to ~~Bitcoin~~new ~~Network~~laws, tofurther ~~verify~~regulation by the ~~association~~SEC ofand ~~each~~other ~~Bitcoin~~agencies, ~~with~~which ~~the~~may ~~digital~~affect ~~wallet~~our ~~that~~mining ~~owns~~and itother activities. ~~The~~For ~~Bitcoin~~instance, ~~Network~~various ~~and~~bills ~~Bitcoin~~have ~~software~~also ~~programs~~been ~~can~~proposed ~~interpret~~in ~~the~~Congress ~~Blockchain~~related to ~~determine~~our ~~the~~business, ~~exact~~which ~~Bitcoin~~may ~~balance,~~be ifadopted ~~any,~~and ofhave ~~any~~an ~~digital~~impact ~~wallet~~on ~~listed~~us. inFor additional discussion regarding our belief about the ~~Blockchain~~potential risks asexisting ~~having~~and ~~taken~~future ~~part~~regulation inpose ato ~~transaction on~~our business, see the ~~Bitcoin~~Section ~~Network~~entitled “Item 1A. Risk Factors” herein.

~~The Bitcoin Network, being~~In ~~decentralized~~addition, ~~does~~since ~~not~~transactions ~~rely~~in onBitcoin ~~either~~provide ~~governmental~~a ~~authorities~~reasonable ordegree ~~financial institutions to create, transmit or determine the value~~ of ~~Bitcoin.~~pseudo ~~Rather~~anonymity, ~~Bitcoin~~they are ~~created~~susceptible ~~and~~to ~~allocated~~misuse byfor ~~the Bitcoin Network protocol through a “mining” process subject~~criminal ~~to a strict~~activities, ~~well-known~~such ~~issuance~~as ~~schedule~~money laundering. ~~The~~This ~~value~~misuse, ofor ~~Bitcoin is determined by~~ the ~~supply~~perception ~~and demand~~ of ~~Bitcoin~~such inmisuse ~~the Bitcoin exchange market~~ (~~and~~even inif ~~private peer to peer transactions~~untrue), ascould ~~well~~lead asto ~~the~~greater ~~number~~regulatory oversight of ~~merchants that accept it. As~~ Bitcoin ~~transactions~~platforms, ~~can~~and ~~be broadcast~~there tois the ~~Bitcoin~~possibility ~~Network~~that bylaw ~~any~~enforcement ~~user’s~~agencies ~~Bitcoin~~could ~~software~~close ~~and~~ Bitcoin ~~can~~platforms ~~be transferred without the involvement of intermediaries~~ or ~~third~~other ~~parties, there are only minor transaction costs in direct peer-to-peer transactions on the~~ Bitcoin ~~Network. Third party service~~-related ~~providers~~infrastructure ~~such~~with aslittle ~~Bitcoin~~or ~~exchanges~~no notice and ~~third-party~~prevent ~~payment~~users ~~processing~~from ~~services~~accessing ~~may charge significant fees for processing transactions and for converting,~~ or ~~facilitating~~retrieving ~~the~~Bitcoin ~~conversion~~held ~~of,~~via ~~Bitcoin~~such toplatforms or ~~from fiat currency~~infrastructure.

Miners dedicate substantial resources to mining. Given the increasing difficulty of the target established by the Bitcoin Network, miners must continually invest in expensive mining hardware to achieve adequate processing power to hash at a competitive rate.Employees

~~Bitcoin~~Currently the isCompany anhas ~~example~~two ~~of a~~full-time ~~digital~~employees. ~~asset~~We ~~that~~are iscurrently ~~not~~dependent aon ~~fiat~~our ~~currency~~sole ~~(i.e.~~executive officer, aJonathan ~~currency~~M. ~~that~~Pfohl, iswho ~~backed~~serves byas aInterim Chief ~~central~~Executive ~~bank~~Officer orand aChief ~~national,~~Financial ~~supra-national~~Officer. orThe ~~quasi-national organization)~~employees ~~and~~ are not ~~backed~~represented by ~~hard assets or other credit. As~~ a ~~result~~labor union, ~~the~~and ~~value of Bitcoin is determined by~~ the ~~value~~Company ~~that~~believes ~~various~~it ~~market~~maintains ~~participants~~good ~~place~~relations onwith ~~Bitcoin~~all ~~through their transactions~~employees.

~~The~~Available supply of Bitcoin is finite. Once 21 million Bitcoin are generated, the network will stop producing more. Currently, there are approximately 19.7 million Bitcoin in circulation, or 94% of the total supply of Bitcoin. Within the Bitcoin protocol is an event referred to as Bitcoin halving (“Halving”) where the Bitcoin provided upon mining a block is reduced by 50%. Halving’s are scheduled to occur once every 210,000 blocks, or roughly every four years, until the maximum supply of 21 million Bitcoin is reached. The latest Halving occurred in April 2024, resulting in a revised reward payout of 3.125 Bitcoin per block.Information

~~Given~~MGT maintains a ~~stable~~website ~~hash~~at ~~rate,~~www.mgtci.com. aThe ~~Halving~~Company ~~reduces~~makes ~~the~~available ~~number~~free of ~~new~~charge ~~Bitcoin~~our ~~being~~annual ~~generated~~reports byon ~~the~~Form ~~network.~~10–K, ~~While~~quarterly ~~the~~reports on ~~effect~~Form is10–Q toand ~~limit~~current reports on Form 8–K, including any amendments to the ~~supply~~foregoing reports, as soon as is reasonably ofpracticable ~~new~~after ~~coins,~~such itmaterial ~~has~~is noelectronically ~~impact~~filed onwith, or furnished to, the ~~quantity~~SEC. These materials along with our Code of ~~total~~Business Conduct ~~Bitcoin~~and ~~outstanding~~Ethics are also available through our corporate website at www.mgtci.com. AsThe apublic ~~result,~~may ~~the~~also ~~price~~access, free of ~~Bitcoin~~charge, ~~could~~our annual ~~rise~~reports oron ~~fall~~Form ~~based~~ 10-K, quarterly reports on ~~overall~~Form ~~investor~~10-Q, ~~and~~current ~~consumer~~reports ~~demand.~~on ~~Should~~Form ~~the~~8-K, ~~price~~and ofamendments ~~Bitcoin~~to ~~remain~~these ~~unchanged~~reports ~~after~~as filed with the ~~next~~SEC ~~Halving~~under the Securities Exchange Act of 1934, as amended on the ~~Company~~SEC’s ~~revenue~~website at http://www.sec.gov. Any amendments to, and ~~from~~waivers ~~self-mining~~of, ~~would~~our Code of Business Conduct and Ethics will be ~~reduced~~posted on our corporate website. The Company is not incorporating by ~~50%,~~reference any ~~with~~of athe ~~much~~information ~~larger~~contained ~~negative~~at ~~impact~~mgtci.com toas ~~profit~~a part of this Annual Report.

The cryptocurrency markets have grown rapidly in both popularity and market size. These markets are local, national and international and include an ever-broadening range of products and participants. There have been many documented instances of fraud involving companies engaged in the cryptocurrency industry and the use of cryptocurrencies. The United States Securities and Exchange Commission (the “SEC”), and other governmental agencies around the world, are evaluating the cryptocurrency markets and are likely to institute new rules and regulations within this market to protect investors and such regulations could result in the restriction of the acquisition, ownership, holding, selling, use or trading of our common stock.5

5Item 1A. Risk Factors

~~Strategy~~Discussion of our business and operations included in this Annual Report should be read together with the risk factors set forth below. They describe various risks and uncertainties to which we are or may become subject. These risks and uncertainties, together with other factors described elsewhere in this report, have the potential to affect our business, financial condition, results of operations, cash flows, strategies, or prospects in a material and adverse manner. New risks may emerge at any time, and we cannot predict those risks or estimate the extent to which they may affect our financial performance. Each of the risks described below could adversely impact the value of our securities. These statements, like all statements in this report, speak only as of the date of this Annual Report (unless another date is indicated), and we undertake no obligation to update or revise the statements in light of future developments.

~~MGT’s~~Summary ~~historical business strategy was to maximize the value~~ of ~~its~~Risk existing digital asset mining equipment while leveraging the Company’s expertise in developing and operating Bitcoin mining and hosting operations. With the sale of its hosting facility in May 2025, MGT has built on its historical foundation as a bitcoin mining company and intends to apply its operational experience to identify and execute ventures that can generate sustainable cash flow and long-term shareholder value, including potential partnerships, equipment redeployment, or other technology-driven initiatives.Factors

~~Competition~~Investing in our common stock involves a high degree of risk. You should carefully consider the risks summarized below, which are explained in detail in the following pages:

As● aOperational ~~Bitcoin~~Status: ~~mining~~We ~~company,~~currently ~~our~~have ~~industry~~no ~~was~~active ~~very~~revenue-generating ~~new and~~operations ~~subject~~following tothe ~~rapid~~sale ~~change~~of ~~and~~our ~~constant~~mining ~~innovation~~facility in May 2025. We● ~~faced~~Strategic ~~significant~~Transition: ~~competition,~~Our ~~including~~future ~~from~~depends ~~companies~~entirely ~~that~~on ~~have~~successfully ~~entered~~identifying ~~this space~~a ~~earlier~~redevelopment ~~than~~and ususe of our existing assets and ~~are~~developing ~~better~~a ~~capitalized~~successful business strategy, ~~with~~which ~~vertically~~may ~~integrated~~not ~~business~~occur ~~models~~on acceptable terms or at all. ~~Some~~● ofGoing ~~these~~Concern: ~~companies~~Our ~~were~~auditors ~~also~~have expressed substantial doubt about our ~~suppliers~~ability to continue as a going concern. ● Management Concentration: We ~~competed~~are todependent ~~attract~~on a single executive officer, ~~engage~~Jonathan Pfohl, ~~and~~to ~~retain~~lead ~~personnel,~~our ~~educated~~transition and ~~skilled~~reporting compliance. ● Capital Requirements: We require significant additional capital to fund operations; future equity issuances will result in substantial dilution. ● Digital Asset Volatility: Our remaining mining equipment and any future crypto-related strategy are subject to the ~~Blockchain~~extreme volatility of Bitcoin prices. ● Market and ~~cryptocurrency~~Trading ~~mining~~Risks: ~~space~~Our stock is quoted on the OTCID Basic Market, is a “penny stock,” and faces limited liquidity.

~~We competed with vertically integrated companies such as Bitmain that engage in both the design and distribution of mining machines, as well as cryptocurrency mining~~I. WeRisks ~~also~~Related ~~competed with many other companies that are engaged in cryptocurrency mining, some of which have better access~~ to ~~mining~~Our ~~hardware, lower~~Current ~~operating~~Operational ~~expenses~~Status and ~~lower~~Strategic ~~cost of capital than MGT. These companies include Riot Platforms, Inc. and Marathon Digital Holdings, Inc.~~Transition

~~Employees~~Our future depends on redeploying our existing assets and identifying and executing new business opportunities.

~~Currently~~As of March 2025, we ceased all self-mining operations and the ~~Company~~lease ~~has 2~~with ~~full–time~~our ~~employees~~largest hosting customer expired. ~~The~~In ~~employees~~May ~~are~~2025, ~~not~~we ~~represented~~sold byour hosting facility; as a ~~labor~~result, ~~union~~we currently have no active revenue-generating operations, and ~~the~~our ability to create shareholder value depends on successfully identifying, acquiring, or developing new business opportunities. The Company ~~believes~~is actively pursuing new opportunities, including economic deployment of the Bitcoin Mining equipment that it ~~maintains~~continue ~~good~~to ~~relations~~own, ~~with~~but ~~them~~there can be no assurance that we will be able to successfully identify or consummate any such opportunities on acceptable terms, or at all. Until such time, we will rely on our available resources to fund corporate expenses, and we may need to raise additional capital. Failure to secure new operations or additional financing would materially and adversely affect our business, financial condition, and results of operations

~~Government~~Our auditors ~~Regulation~~have issued a “going concern” audit opinion expressing substantial doubt about our ability to continue as a going concern.

~~Government~~Our ~~regulation~~independent ofauditors ~~cryptocurrency~~have indicated in their report on our December 31, 2025 and 2024 financial statements that there is ~~being~~substantial doubt ~~actively~~about ~~considered~~our byability to continue as a going concern. A “going concern” opinion indicates that the ~~United~~financial ~~States~~statements incorporated ~~federal~~in ~~government~~this ~~via~~Annual Report have been prepared assuming that we will continue as a ~~number~~going ofconcern ~~agencies~~for one year from the date the financial statements are issued and ~~regulatory~~do not include any adjustments to reflect the possible future effects on the recoverability and classification ~~bodies~~of assets, or the amounts and classification of liabilities that may result if we do not continue as ~~well~~a going concern. Therefore, you should not rely on our balance sheet as ~~similar~~an ~~entities~~indication inof ~~other~~the ~~countries.~~amount ~~State~~of ~~government~~proceeds ~~regulations~~that ~~also~~would ~~may~~be ~~apply~~available to ~~our~~satisfy ~~activities~~claims ~~and~~of ~~other activities~~creditors, inand ~~which~~potentially webe ~~participate~~available orfor ~~may~~distribution ~~participate~~to shareholders, in the ~~future~~event of liquidation. ~~Other~~As ~~regulatory~~of ~~bodies~~December ~~are~~31, ~~governmental~~2025, orwe ~~semi-governmental~~had an accumulated deficit of $426.7 million and ~~have~~a ~~shown an~~history ~~interest~~of inrecurring ~~regulating~~losses. This “going concern” doubt may make it more difficult for us to raise capital or ~~investigating~~enter ~~companies~~into ~~engaged~~strategic intransactions. ~~the~~If ~~cryptocurrency~~we ~~business~~are unable to continue as a going concern, you could lose your entire investment.

~~Businesses~~Our ~~that~~executive ~~are~~leadership ~~engaged~~has inrecently ~~the transmission and custody of Bitcoin and other digital assets~~changed, ~~including brokers~~ and ~~custodians,~~our ~~can~~business beis ~~subject to~~now ~~U.S.~~highly ~~Treasury~~dependent ~~Department~~on ~~regulations~~the ascontinued ~~money~~ services ~~businesses~~of asour ~~well~~sole ~~as state money transmitter licensing requirements. Bitcoin and other digital assets are subject to anti-fraud regulations under federal and state commodity laws~~officer, ~~and digital asset derivative instruments~~which ~~are~~presents ~~substantively regulated by the U.S. Commodity Futures Trading Commission. Certain jurisdictions, including, among others, New York and~~ a ~~number~~significant ~~of countries outside the United States, have developed regulatory requirements specifically for digital assets and companies that transact in them~~risk.

~~Regulations~~Effective ~~may~~as ~~substantially~~of ~~change~~July in1, ~~the future~~2025, ~~and~~Jonathan itPfohl isbecame ~~presently~~the ~~not~~Company’s ~~possible~~Chief toFinancial ~~know~~Officer ~~how~~and ~~regulations~~Interim ~~will~~Chief ~~apply~~Executive toOfficer. ~~our~~Mr. ~~businesses, or when~~Pfohl ~~they~~is ~~will~~currently bethe ~~effective.~~only Asofficer of the ~~regulatory~~Company. ~~and~~Our ~~legal~~success ~~environment~~is ~~evolves,~~highly wedependent ~~may~~on ~~become~~the ~~subject~~continued toservices ~~new~~of ~~laws,~~Mr. ~~further~~Pfohl. ~~regulation~~The byloss ~~the~~of his ~~SEC~~services, ~~and~~or ~~other~~the ~~agencies,~~diversion ~~which~~of ~~may~~his ~~affect~~attention ~~our~~from ~~mining~~his ~~and~~management ~~other~~duties ~~activities.~~for ~~For~~any ~~instance~~reason, ~~various~~would ~~bills~~leave ~~have~~us ~~also~~without ~~been~~executive ~~proposed~~leadership, ~~in Congress~~which ~~related~~could tosignificantly disrupt our business, ~~which~~and ~~may~~growth beopportunities. ~~adopted~~We ~~and~~do not have ankey ~~impact~~man insurance on ushis life. ~~For~~The ~~additional~~market ~~discussion~~for ~~regarding~~highly qualified ~~our~~personnel ~~belief~~in ~~about~~this ~~the~~industry ~~potential risks~~is ~~existing~~very competitive, and ~~future~~we ~~regulation~~may ~~pose~~be unable to ~~our~~attract ~~business,~~a ~~see~~suitable ~~the~~replacement ~~Section~~in ~~entitled~~a ~~“Item~~timely ~~1A. Risk~~manner, on ~~Factors”~~favorable ~~herein~~terms, or at all.

InII. ~~addition,~~Risks ~~since~~Related ~~transactions in Bitcoin provide a reasonable degree of pseudo anonymity, they are susceptible~~ to ~~misuse~~Digital ~~for~~Assets ~~criminal activities, such as money laundering. This misuse, or the perception of such misuse (even if untrue), could lead to greater regulatory oversight of Bitcoin platforms,~~ and ~~there~~Remaining isMining the possibility that law enforcement agencies could close Bitcoin platforms or other Bitcoin-related infrastructure with little or no notice and prevent users from accessing or retrieving Bitcoin held via such platforms or infrastructure.Equipment

~~Available~~The value ~~Information~~of our remaining assets and the feasibility of future mining are tied to the volatile price of Bitcoin.

~~MGT maintains a website~~We atcontinue ~~www.mgtci.com. The Company makes available free of charge our annual reports on Form 10–K, quarterly reports on Form 10–Q and current reports on Form 8–K, including any amendments~~ to ~~the~~own ~~foregoing~~35 ~~reports,~~Antminer asS19 ~~soon~~Pro asmining isunits ~~reasonably practicable~~currently ~~after~~held ~~such~~in ~~material is electronically filed with, or furnished to, the SEC~~storage. ~~These materials along with our Code of Business Conduct and Ethics are also available through our corporate website at www.mgtci.com.~~ The ~~public~~economic ~~may~~viability ~~also access, free~~ of ~~charge,~~ ~~our~~redeploying ~~annual~~these ~~reports~~assets onis ~~Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to these~~directly ~~reports~~impacted asby ~~filed with~~ the ~~SEC~~market ~~under~~price ~~the Securities Exchange Act~~ of ~~1934~~Bitcoin, aswhich ~~amended~~has onexperienced ~~the~~extreme ~~SEC’s~~volatility ~~website~~in ~~at http://www.sec.gov.~~2025 ~~Any amendments to,~~ and ~~waivers~~we ~~of,~~expect ~~our~~it ~~Code~~to ofcontinue ~~Business~~to ~~Conduct~~do ~~and~~so. ~~Ethics will be posted on our corporate~~Any ~~website.~~sustained ~~The~~decline ~~Company~~in isBitcoin ~~not~~prices ~~incorporating~~may byrender ~~reference~~our ~~any~~equipment ofobsolete ~~the~~or ~~information~~prevent ~~contained~~us atfrom ~~mgtci.com~~restarting asprofitable ~~a part of this Annual Report~~operations.

~~Item~~Bitcoin is ~~1A.~~subject ~~Risk~~to ~~Factors~~Halving, meaning that the Bitcoin rewarded for solving a block will be reduced in the future and its value may not commensurately adjust to compensate us for such reductions, and the overall supply of Bitcoin is finite.

~~Discussion~~Bitcoin is ofsubject ~~our~~to ~~business and~~Halving, ~~operations~~which ~~included~~is inthe ~~this~~process ~~Annual~~by ~~Report~~which ~~should~~the beBitcoin ~~read~~reward ~~together~~for ~~with~~solving ~~the~~a ~~risk~~block ~~factors~~is ~~set~~reduced ~~forth~~by ~~below.~~50% ~~They~~every ~~describe~~210,000 ~~various~~blocks ~~risks~~that ~~and~~are ~~uncertainties~~solved. toThis ~~which~~means wethat ~~are~~the amount of Bitcoin we (or ~~may~~any ~~become~~other ~~subject.~~miner) ~~These~~are ~~risks~~rewarded ~~and~~for ~~uncertainties,~~solving ~~together~~a ~~with~~block ~~other~~in ~~factors~~the ~~described~~Blockchain ~~elsewhere~~is permanently cut in ~~this~~half. ~~report~~For example, ~~have~~ the ~~potential~~last toHalving ~~affect~~occurred ~~our~~in ~~business~~April 2024, ~~financial~~resulting ~~condition,~~in ~~results~~a revised payout of ~~operations,~~3.125 ~~cash~~Bitcoin ~~flows,~~per ~~strategies~~block solved, ~~or prospects~~down infrom athe ~~material~~previous ~~and~~reward ~~adverse~~rate ~~manner~~of 6.25 ~~New~~Bitcoin ~~risks~~per ~~may~~block ~~emerge~~solved. atThere ~~any~~can ~~time,~~be ~~and~~no weassurance ~~cannot~~that ~~predict~~the ~~those~~price ~~risks~~of orBitcoin ~~estimate~~will sufficiently increase to justify the ~~extent~~increasingly tohigh ~~which they~~costs ~~may~~of ~~affect~~mining ~~our~~for ~~financial~~Bitcoin ~~performance~~given the Halving feature. ~~Each~~If ofa corresponding and proportionate increase in the ~~risks~~trading ~~described~~price ~~below~~of ~~could~~these ~~adversely~~cryptocurrencies ~~impact~~does not follow these anticipated Halving events, the ~~value~~revenue ofwe ~~our~~earn ~~securities.~~from ~~These~~our ~~statements~~mining operations will see a corresponding decrease, ~~like~~which ~~all~~would ~~statements~~have ina ~~this~~material ~~report~~adverse effect on our business and operations. To illustrate, even ~~speak~~if ~~only~~the asprice of ~~the~~Bitcoin ~~date~~remains at its price as of ~~this~~today, ~~Annual~~all ~~Report~~other factors being equal (~~unless~~including ~~another~~the ~~date~~same isnumber ~~indicated),~~of miners and wea ~~undertake~~stable nohash ~~obligation~~rate) toour ~~update~~revenue orwould ~~revise~~decrease ~~the~~substantially ~~statements~~upon inthe ~~light~~next ~~of future developments~~Halving.

~~The~~Further, due ~~Company~~to ~~generates~~the ~~limited revenue~~Halving ~~from~~process, ~~operations~~unless ~~upon~~the ~~which~~underlying ancode ~~evaluation~~ of ~~our~~the ~~prospects~~Bitcoin ~~can~~Blockchain is altered (which may be ~~made~~unlikely or difficult given its decentralized nature), the supply of Bitcoin is finite. ~~The~~Once ~~Company’s~~21 ~~prospects~~million ~~must~~Bitcoin behave ~~considered~~been ~~keeping~~ generated by virtue of solving blocks in the ~~mind~~Blockchain, the ~~risks~~network will stop producing more. Currently, ~~expenses~~there ~~and~~are ~~difficulties~~approximately ~~frequently~~19.7 ~~encountered~~million Bitcoin in ~~the~~circulation ~~establishment~~representing about 94% of athe ~~new~~total ~~business~~supply inof aBitcoin ~~constantly~~under ~~changing~~the ~~industry. There~~current ~~can~~source becode. noFor ~~assurance~~the ~~that~~foregoing reasons, the ~~Company~~Halving ~~will~~feature beexposes ~~able~~us to inherent ~~achieve~~uncertainty ~~profitable~~and ~~operations~~reliance upon the historically volatile price of Bitcoin, rendering an investment in us particularly speculative, especially in the ~~foreseeable~~long-term. ~~future~~If the price of Bitcoin does not significantly increase in value, ifyour atinvestment ~~all~~could become worthless.

~~Summary~~Bitcoin mining ofis ~~Risk~~subject ~~Factors~~to risks associated with our need for significant electrical power.

Our historical ~~business~~Bitcoin mining operations required significant amounts of electrical power and anincreases ~~investment~~in energy usage or rates directly affected our operating costs. If we are successful in re-establishing our ~~common~~Bitcoin ~~stock~~mining isoperations, ~~subject~~we must have access to ~~numerous~~economical electrical ~~risks~~power. ~~and~~Any ~~uncertainties~~interruption or loss of access to electricity, ~~including~~or ~~those~~any ~~highlighted~~significant increase in ~~the~~rates, ~~section~~could ~~immediately~~have ~~following~~materially and ~~this~~adversely ~~summary~~affected our mining operations and results of operations during the reporting period. ~~Some~~Prolonged power outages or unavailability of ~~these~~electrical ~~risks~~power ~~include:~~also has the potential to disrupt operations, reduce mining efficiency, or result in the temporary cessation of mining activity, which would adversely affect our financial performance.

● We have a history of operating losses, have been and will continue to be reliant on debt and equity financings to fund our operations, and we may not be able to raise capital when needed or otherwise take action necessary to achieve or sustain profitabilityIII. Risks ●Related With the sale of our hosting facility in May 2025, we currently have no active revenue-generating operations, and our future depends on identifying and executing new business opportunities. ● Our auditors have expressed substantial doubt about our ability to ~~continue as a going concern. ●~~ Our historic mining operating costs, including the costs to operate, maintain, repair and replace our mining equipment, have outpaced our mining revenues, which has continued to put a strain on our business or increased our losses. ● We are reliant upon our Interim Chief Executive Officer and Chief Financial ~~Officer,~~Condition and ~~sole~~Capital executive officer, the loss of whom could materially harm our ability to continue or grow our operations as planned. ● The Company’s internal control of financial reporting has material weaknesses. Due to the small size of the Company, the Company does not maintain sufficient segregation of duties to ensure the processing, review and authorization of all transactions including non-routine transactions. ● The cryptocurrency mining industry is highly competitive, with many of our competitors having better access to capital and may buy mining equipment at scale. The competition has intensified as the price of Bitcoin has appreciated in recent years, which could have a material adverse effect on our results of operations if we are unable to keep up. ● As a Bitcoin miner, our operations and the results thereof were subject to risks arising from Internet disruptions or delays, cybersecurity threats, incorrect digital recording of transactions, and other contingencies resulting from holding and transacting in digital assets. Further, due to current lack of regulation, we may be unable to seek or obtain recourse if such contingencies were to occur.Structure

7We will require significant additional capital to fund our transition which will cause substantial dilution.

●We will ~~The~~likely ~~future~~continue ~~development~~to ~~and~~operate ~~growth~~at ofa ~~cryptocurrencies~~loss, ~~such~~and aswe ~~Bitcoin~~expect isto ~~subject~~need to araise ~~variety~~additional ofcapital ~~factors~~to ~~that~~expand ~~are~~our ~~difficult~~operations ~~to predict~~ and ~~evaluate.~~pursue Ifour growth ~~the~~strategies, ~~market~~including ~~for~~potentially ~~Bitcoin~~the ~~does~~acquisition ~~not~~of ~~grow~~new asor weadditional ~~expect~~miners, ~~our~~and ~~business,~~to ~~operating~~respond ~~results,~~to ~~and~~competitive ~~financial~~pressures ~~condition~~or ~~could~~unanticipated working becapital ~~adversely affected~~requirements. ●We ~~Certain~~may ~~features~~not ofbe ~~Bitcoin’s~~able ~~Blockchain,~~to ~~such~~obtain asadditional ~~“forking”~~debt inor ~~which~~equity ~~one~~financing ~~type~~on offavorable ~~Bitcoin~~terms, ~~could~~if ~~turn~~at ~~into~~all, ~~many~~which ~~due~~could impair toour ~~source~~growth ~~code~~and ~~variation,~~adversely oraffect ~~Halving~~our ~~which~~existing ~~reduces~~operations. ~~the~~If ~~rewards~~we ~~for~~raise ~~mining~~additional ~~efforts~~equity byfinancing, ~~50%~~our ~~every~~stockholders ~~210,000~~may ~~blocks~~experience significant ~~that~~dilution ~~are~~of ~~solved~~their ownership interests, ~~pose~~and the ~~risk~~per-share value of ~~adversely affecting~~ our ~~ability~~common tostock ~~generate~~could ~~revenue~~decline. ●Furthermore, ~~Our~~if ~~historical~~we ~~operating~~engage in ~~results~~additional ~~have~~debt ~~significantly~~financing, ~~fluctuated due to~~ the ~~highly~~holders ~~volatile nature~~ of ~~Bitcoin~~such ~~prices.,~~debt ~~Upon~~would ~~redeployment~~have ofpriority ~~our~~over ~~current~~the ~~Bitcoin~~holders ~~mining~~of ~~assets,~~common ifstock ~~the~~on ~~price~~order of ~~Bitcoin~~liquidation ~~declines,~~preference. We ~~including~~may ~~potentially~~be ~~due~~required to ~~political,~~accept ~~economic,~~terms orthat ~~other~~restrict ~~forces beyond~~ our ~~control,~~ability itto ~~would~~incur ~~materially~~additional ~~adversely~~indebtedness ~~affect~~or ~~our~~take ~~future~~other ~~business.~~actions ~~Our~~including ~~current~~terms ~~miner~~that require ~~assets~~us ~~are~~to ~~designed~~maintain ~~primarily~~specified toliquidity ~~mine~~or ~~Bitcoin~~other ~~and~~ratios ~~cannot~~that becould ~~used~~otherwise tonot ~~mine~~be ~~other~~in ~~cryptocurrencies,~~the ~~which~~interests ~~magnifies~~of ~~the~~our ~~risk~~stockholders.

● Our common historical reliance on third party “mining pools,” which enabled us to cooperate with other Bitcoin mining enterprises to receive Bitcoin with less variance in probability of reward by sharing Bitcoin earned pro rata based on contribution to a block solved, subjected us to risks of inaccurate sharing of rewards and the loss of other at-will participants in the pool. With any future redeployment of our Bitcoin Mining assets and operations we anticipate continuing to rely on these “mining pools” and will be subject to similar risks. ● Highly-publicized instances of fraud and alleged fraud in the cryptocurrency industry in recent years have increased investor distrust of the entire industry and increased the pressure for regulators to enact restrictions. Both of these factors could adversely affect our access to capital and operations. ● We may become subject to an uncertain and rapidly evolving regulatory landscape and any adverse changes to, or our failure to comply with, any laws and regulations, including those imposing restrictions or bans on Bitcoin mining due to concerns about high electrical power usage or noise concerns, could adversely affect our business, operating results, and financial condition. ● The markets for Bitcoin and other cryptocurrencies may be under-regulated and, as a result, the market price of Bitcoin may be subject to significant volatility or manipulation, which could decrease consumer confidence in cryptocurrencies and have a material adverse effect on our business and results of operations. ● Banks and financial institutions may not provide banking services, or may cut off services, to businesses that engage in cryptocurrency-related activities, which could have a material adverse effect on us, including restricting the Company’s access to capital. ● If a malicious actor or botnet obtains control of the Bitcoin network, such actor or botnet could manipulate the Blockchain to adversely affect us. ● Because cryptocurrencies may be determined to be investment securities, we may inadvertently violate or become subject to the Investment Company Act of 1940 and incur large losses as a result and potentially be required to register as an investment company or terminate operations. ● Our stock ~~price~~ is ~~subject~~deemed ~~to significant volatility due to~~ a ~~variety of factors, many of which are beyond our control, including its status as a~~ “penny stock,” ~~the~~which ~~fact~~makes ~~that~~ it ismore ~~not~~difficult ~~listed~~for onour ~~a national securities exchange, and its potential connection to the price of Bitcoin or other cryptocurrencies, which could adversely affect~~ investors. ~~● We have not paid cash dividends~~ to ~~our~~sell ~~stockholders~~their and do not intend to do so in the foreseeable future. ● Substantial future sales of our common stock by us or our stockholders could have a depressive effect on our stock price. For example, Company has issued convertible debt and warrants that allow the holders to exercise for an indeterminant, and potentially material, number of shares ~~of our common stock on a cashless basis~~.

8Our common stock is subject to the “penny stock” rules adopted under Section 15(g) of the Securities Exchange Act of 1934 (the “Exchange Act”). The penny stock rules generally apply to companies whose common stock trades at less than $5.00 per share, subject to specific exceptions. Such exceptions include among others any equity security listed on a national securities exchange and any equity security issued by an issuer that has (i) net tangible assets of at least $2,000, if such issuer has been in continuous operation for three years, (ii) net tangible assets of at least $5,000, if such issuer has been in continuous operation for less than three years, or (iii) average annual revenue of at least $6,000 for the last three years. The “penny stock” designation requires any broker-dealer selling these securities to disclose certain information concerning the transaction, obtain a written agreement from the purchaser and determine that the purchaser is reasonably suitable to purchase the securities. These rules limit the ability of broker dealers to solicit purchases of our common stock and therefore reduce its liquidity.

~~Risks~~Moreover, as ~~Related~~a result of apparent regulatory pressure from the SEC and the Financial Industry Regulatory Authority, a growing number of broker-dealers decline to ~~Our~~permit ~~Cryptocurrency~~investors, ~~Mining~~or otherwise make it difficult, to purchase and sell “penny stocks.” The “penny stock” ~~Business~~designation may have a depressive effect upon our common stock price. If we remain subject to the penny stock rules for any significant period, it could have an adverse effect on the market, if any, for our securities. Because our common stock is subject to the penny stock rules, investors will find it more difficult to dispose of our securities.

WeOur amended ~~have~~and arestated ~~history~~ certificate of ~~operating~~incorporation ~~losses~~allows for our board to create new series of preferred stock without further approval by our shareholders, ~~and~~which wecould ~~may~~adversely ~~not~~affect bethe ~~able~~rights toof ~~achieve~~the orholders ~~sustain~~of ~~profitability~~our common stock.

Our board ~~primary~~of ~~focus~~directors ~~was~~has ~~on our~~the ~~Bitcoin~~authority ~~mining~~to ~~operation~~fix ~~located~~and atdetermine ~~our~~the ~~Lafayette,~~relative ~~Georgia~~rights ~~facility~~and ~~where,~~preferences asof preferred stock. Our board of ~~December~~directors also ~~31,~~has ~~2024,~~the weauthority ~~operated~~to issue preferred stock without further shareholder approval. As a ~~total~~result, our board of ~~35 Antminer~~directors ~~S19~~could ~~Pro~~authorize the ~~miners.~~issuance Weof ~~continue~~a toseries ~~own~~of ~~this~~preferred ~~mining~~stock ~~equipment~~that ~~and~~would ~~are~~grant ~~looking~~to ~~for~~holders ~~economic~~the ~~opportunities~~preferred right to ~~redeploy~~our ~~these~~ assets ~~and~~upon ~~continue~~liquidation, ~~Bitcoin~~provide ~~mining.~~holders of ~~The~~the ~~Company’s~~preferred ~~strategy~~anti-dilution atprotection, ~~that~~the ~~time~~right ~~exposed~~to usreceive todividend ~~the~~payments ~~numerous~~before ~~risks~~dividends ~~and~~are ~~volatility~~distributed ~~associated~~to the holders of ~~within~~common ~~this~~stock ~~sector,~~and ~~including~~the ~~due~~right to the ~~high~~redemption ~~costs~~ of ~~purchasing~~the ~~miners~~shares, ~~and~~together ~~sourcing~~with ~~power~~a ~~for them~~premium, ~~while~~prior ~~monitoring~~to the ~~price~~redemption of our common stock. In ~~Bitcoin~~addition, ~~which~~our ~~has~~board ~~historically~~of ~~been~~directors ~~volatile.~~could ~~Further,~~authorize wethe ~~have~~issuance ~~experienced~~of ~~recurring~~a ~~losses~~series ~~and~~of ~~negative~~preferred ~~cash~~stock ~~flows~~that ~~from~~has greater voting power than our common ~~operations.~~stock ~~Our~~or ~~net~~that ~~income~~is ~~(loss)~~convertible ~~for~~into our common stock, which could decrease the ~~years~~relative ~~ended~~voting ~~December~~power ~~31,~~of ~~2024~~our ~~and~~common ~~2023~~stock ~~were~~or ~~$5,521~~result ~~and~~in ~~$(6,133),~~dilution to ~~respectively~~our existing shareholders.

ToSubstantial ~~date,~~future wesales ~~have~~of ~~relied on debt or equity financings to fund~~ our ~~operations,~~common ~~and~~stock ifby ~~the price of Bitcoin is not sufficiently high to enable~~ us to sell the Bitcoin we mine at prices above our cost to mine it, then we are likely to continue to be unable to fund our operations without raising additional capital. Further, even if prices are sufficiently high for our mining activities, we are likely to need to raise additional capital to fund the acquisition of new miners to repair or ~~replace~~by our existing ~~miners~~shareholders ~~and~~could ~~expand~~cause our ~~number~~stock ofprice ~~miners~~ to ~~be competitive~~fall.

WeAdditional ~~expect~~equity tofinancings ~~incur~~or ~~additional~~other ~~net~~share ~~losses~~issuances ~~over~~by ~~the~~us, ~~next~~including ~~several~~shares ~~years~~issued asin weconnection ~~seek~~with tostrategic ~~redeploy~~alliances ~~our~~and ~~assets~~corporate partnering transactions, and ~~expand~~shares ~~operations.~~issued ~~The amount~~on the conversion of ~~future~~outstanding ~~losses~~notes ~~and~~could ~~when,~~adversely ifaffect ~~ever,~~the wemarket ~~will~~price ~~achieve~~of ~~profitability~~our ~~are~~common ~~uncertain~~stock. IfSales by weexisting ~~are~~shareholders ~~unsuccessful~~of ata ~~executing~~large onnumber of shares of our common stock in the public market or the perception that additional sales ~~business~~could ~~plan,~~occur ~~our~~could ~~business,~~cause ~~prospects,~~the ~~and~~market ~~results~~price of ~~operations~~our ~~may~~common bestock ~~materially~~to ~~adversely affected~~drop.

~~We currently have no active revenue-generating operations, and our future depends on identifying and executing new business opportunities.~~7

AsThere ofare ~~March~~substantial ~~2025,~~risks werelated ceased all self-mining operations and the lease with our largest hosting customer expired. In May 2025, we sold our hosting facility; as a result, we currently have no active revenue-generating operations, and our ability to ~~create~~ownership ~~shareholder value depends on successfully identifying, acquiring, or developing new business opportunities. See Note 14 – Subsequent Events –~~ of the Financial Statements for additional details. The Company is actively pursuing new opportunities including economical deployment of the Bitcoin Mining equipment that it continue to own, but there can be no assurance that we will be able to successfully identify or consummate any such opportunities on acceptable terms, or at all. Until such time, we will rely on our ~~available~~common ~~resources to fund corporate expenses, and we may need to raise additional capital~~stock. ~~Failure to secure new operations or additional financing would materially and adversely affect our business, financial condition, and results of operations.~~

~~Our~~The market ~~auditors~~price ~~have issued~~of aour ~~“going~~common ~~concern”~~stock ~~audit~~is ~~opinion~~highly ~~expressing~~volatile ~~substantial~~and ~~doubt~~could ~~about~~fluctuate ~~our~~widely ~~ability~~in price in response to ~~continue~~various asfactors, amany ~~going~~of ~~concern.~~which are beyond our control, including the following:

~~Our independent~~● ~~auditors~~changes ~~have~~in ~~indicated~~our inindustry ~~their~~including ~~report~~changes onwhich ~~our~~adversely ~~December~~affect ~~31,~~Bitcoin; ~~2024~~● ~~and~~the ~~2023~~continued ~~financial~~volatility ~~statements~~of ~~that~~the ~~there~~price isof ~~substantial doubt~~Bitcoin; ~~about~~● our ability to ~~continue~~obtain asworking acapital ~~going~~financing; ~~concern.~~● Aprogress ~~“going~~and ~~concern”~~publications ~~opinion~~of ~~indicates that~~ the ~~financial~~commercial ~~statements incorporated~~acceptance inof ~~this~~Bitcoin ~~Annual~~and ~~Report~~other ~~have~~cryptocurrencies; ~~been~~● ~~prepared~~additions ~~assuming~~or ~~that~~departures weof ~~will~~key ~~continue~~personnel asincluding aour ~~going~~executive ~~concern~~officers; ~~for~~● ~~one~~sales ~~year~~of ~~from~~our ~~the~~common ~~date~~stock; ~~the financial~~● ~~statements~~any ~~are~~public ~~issued~~announcement ~~and~~of doentering ~~not~~into ~~include~~new ~~any~~agreements ~~adjustments~~and toterms ~~reflect~~thereof; ~~the~~● ~~possible~~conversion ~~future~~of ~~effects~~our onconvertible ~~the~~notes ~~recoverability~~ and ~~classification of assets, or~~ the ~~amounts~~subsequent ~~and~~sale ~~classification~~ of ~~liabilities~~the ~~that~~underlying ~~may~~common ~~result~~stock; if● webusiness dodisruptions ~~not~~caused ~~continue~~by asearthquakes, atornadoes ~~going~~or ~~concern.~~other ~~Therefore,~~natural ~~you should~~disasters; ~~not~~● ~~rely on~~ our ~~balance~~ability ~~sheet~~to asexecute anour ~~indication~~business ofplan; ~~the~~● ~~amount~~operating ofresults ~~proceeds~~ that ~~would~~fall bebelow ~~available~~expectations; to● ~~satisfy~~loss ~~claims~~ of ~~creditors, and~~any ~~potentially~~strategic berelationship; ~~available~~● ~~for~~adverse ~~distribution~~regulatory todevelopments; ~~shareholders,~~and in● ~~the~~economic ~~event~~and ofother ~~liquidation~~external factors.

~~Our~~In addition, ~~mining~~the ~~operating costs~~securities markets have ~~historically~~from ~~outpaced~~time-to-time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our ~~mining~~common ~~revenues~~stock. As a result, ~~which~~you ~~has~~may ~~put~~be aunable ~~strain~~to onresell ~~our~~your ~~business~~shares orat ~~increase~~a ~~our~~desired ~~losses~~price.

~~During 2024, our mining operations were costly, and expenses often exceeded revenues~~IV. General ~~These~~Risk ~~conditions negatively affected our financial performance for the year ended December 31, 2024.~~Factors

The ~~cost of~~ ~~obtaining~~Company’s ~~new~~internal ~~and~~control ~~replacement~~of ~~miners~~financial ~~and~~reporting ~~parts~~has ~~had~~material ~~historically been highly capital intensive and had an adverse effect on our business and results of operations~~weaknesses.

~~Our~~Due ~~mining~~to ~~operations~~the ~~were~~small ~~only~~size ~~successful~~of ~~when~~ the ~~costs associated with mining Bitcoin~~Company, ~~including hardware and electricity, were lower than~~ the ~~price~~Company ofdoes ~~Bitcoin~~not atmaintain ~~the~~sufficient ~~time~~segregation of ~~sale.~~duties ~~Our miners were subject~~ to ~~wear~~ensure ~~and~~the ~~tear~~processing, ~~from~~review ~~operation~~ and ~~occasional malfunctions, which~~ ~~required~~authorization ~~additional~~of ~~capital~~all ~~expenditures~~transactions toincluding ~~maintain~~non-routine ~~performance~~transactions.

AsThe ~~mining~~Bitcoin ~~technology evolved,~~ we ~~periodically~~may ~~evaluated~~mine ~~the~~may ~~need~~be tosubject ~~acquire newer models of miners~~ to ~~remain competitive. The price of new miners was often correlated to the market price of Bitcoin~~loss, ~~resulting in higher costs during periods of price appreciation. These conditions negatively affected our profitability and cash flow during the year ended December 31~~damage, ~~2024.~~theft ~~Following~~or ~~the~~restriction ~~sale~~on ~~of our mining facility in May 2025, the Company ceased mining operations, and the risks described above no longer apply to current conditions~~access.

9There is a risk that some or all of the Bitcoin we mine could be lost or stolen. In general, cryptocurrencies are stored in cryptocurrency sites commonly referred to as “wallets” by holders of cryptocurrencies which may be accessed to exchange a holder’s cryptocurrency assets. Access to our Bitcoin could also be restricted by cybercrime (such as a denial-of-service attack). While we take steps to attempt to secure the Bitcoin we hold, there can be no assurance our efforts to protect our digital assets will be successful.

~~Any upgrading~~Hackers weor ~~chose~~malicious toactors ~~undertake~~may ~~required~~launch ~~substantial~~attacks ~~capital~~to ~~investment~~steal, ~~and~~compromise weor ~~often~~secure ~~faced~~cryptocurrencies, ~~challenges~~such inas ~~obtaining~~by attacking the ~~necessary~~cryptocurrency ~~funding~~network source oncode, ~~favorable or~~exchange ~~non~~miners, third-~~dilutive~~party ~~terms~~platforms, cold and hot storage locations or software, or by other means. AsAny of ~~December~~these 31events may adversely affect our operations and, ~~2024~~consequently, our ability to ~~acquire~~generate ~~new~~revenue orand ~~replacement~~become ~~miners~~profitable. inThe ~~sufficient~~loss ~~quantities~~or ~~and without~~destruction ~~delay~~of ~~affected~~a ~~our~~private ~~competitiveness~~key ~~within~~required ~~the~~to ~~rapidly~~access ~~evolving~~our ~~Bitcoin~~digital ~~mining~~wallets ~~industry.~~may Ifbe irreversible and we ~~had~~may ~~been~~be ~~unable~~denied toaccess ~~secure~~for ~~adequate~~all ~~mining equipment,~~time weto ~~could~~our ~~have~~Bitcoin ~~been~~holdings. Our ~~less~~loss ~~efficient~~of ~~than~~access to our ~~competitors~~private keys or ~~unable~~our toexperience ~~mine~~of ~~Bitcoin~~a ~~profitably,~~data ~~which~~loss ~~negatively~~relating ~~affected~~to our ~~financial~~ ~~performance~~digital ~~during~~wallets ~~the~~could ~~reporting~~adversely ~~period~~affect our business.

~~Our executive~~Cryptocurrencies ~~leadership~~are ~~has~~controllable ~~recently~~only ~~changed,~~by the possessor of both the unique public and ~~our~~private ~~business~~keys relating to the local or online digital wallet in which they are held, which wallet’s public key or address is ~~now~~reflected ~~highly~~in ~~dependent~~the onnetwork’s public Blockchain. We are required to publish the ~~continued~~public ~~services~~key relating to digital wallets in use when we verify the receipt of transfers and disseminate such information into the network, but we will need to safeguard the private keys relating to such digital wallets. To the extent such private keys are lost, destroyed or otherwise compromised, we will be unable to access our ~~sole~~Bitcoin ~~officer~~rewards and such private keys may not be capable of being restored by any network. Any loss of private keys relating to digital wallets used to store our mined Bitcoin could have a material adverse effect on our results of operations and ability to continue as a going concern, which ~~presents~~ could have a ~~significant~~material ~~risk~~adverse effect on our business, prospects or operations and potentially the value of any Bitcoin we mine.

OnIncorrect August 29, 2024, our former Chief Executive Officer and acting Chief Financial Officer, Mr. Robert B. Ladd, resigned from all his positions with the Company. Effective as of July 1, 2024, Jonathan Pfohl became the Company’s Chief Financial Officer and Interim Chief Executive Officer. Mr. Pfohl is currently the only officer of the Company. Our success is highly dependent on the continued services of Mr. Pfohl. The loss of his services, or ~~the~~fraudulent ~~diversion~~cryptocurrency oftransactions his attention from his management duties for any reason, would leave us without executive leadership, which could significantly disrupt our business and growth opportunities. We do not have key man insurance on his life. The market for highly qualified personnel in this industry is very competitive, and we may be ~~unable to attract a suitable replacement in a timely manner, on favorable terms, or at all~~irreversible.

~~The~~Cryptocurrency transactions ~~Company’s~~are irrevocable and stolen or incorrectly transferred cryptocurrencies may be irretrievable. As a result, any incorrectly ~~directors’~~executed or fraudulent cryptocurrency transactions, such as a result of a cybersecurity breach against our Bitcoin holdings, could adversely affect our investments and ~~officers’~~assets. ~~insurance~~This ~~policies~~is ~~have~~because ~~been~~cryptocurrency ~~exhausted~~transactions are not, from an administrative perspective, reversible without the consent and active participation of the recipient of the cryptocurrencies from the transaction. Once a transaction has been verified and recorded in a block that is added to a Blockchain, an incorrect transfer of a cryptocurrency or a theft thereof generally will ~~cause~~not be reversible and we may not have sufficient recourse to recover our losses from any such transfer or theft. Further, it is possible that, through computer or human error, or through theft or criminal action, our cryptocurrency rewards could be transferred in incorrect amounts or to unauthorized third parties, or to uncontrolled accounts. If an errant or fraudulent transaction in our Bitcoin were to occur, we would have very limited means of seeking to reverse the ~~Company~~transaction or seek recourse. To the extent that we are unable to ~~increase~~recover ~~spending~~our losses from such action, error or theft, such events could have a material adverse effect on ~~legal expenses~~our business.

~~The~~Security ~~Company~~threats ~~has obligations~~ to ~~indemnify~~us ~~current~~could ~~and~~result ~~former directors and employees. We have fully exhausted our directors’ and officers’ insurance coverage, and additional expenses, including~~ in ~~connection~~a ~~with~~loss ~~the~~of ~~recent SEC Action against our former Chief Executive Officer, will be funded by the~~ Company’s ~~with~~Bitcoin ~~existing cash resources~~holdings.

~~The~~Security breaches, ~~Company’s~~computer ~~internal~~malware ~~control~~and computer hacking attacks have been a prevalent concern in the Bitcoin exchange market since the launch of the Bitcoin network. Any security breach caused by hacking, which involves efforts to gain unauthorized access to information or systems, ~~financial~~or ~~reporting~~to ~~has~~cause ~~material~~intentional ~~weaknesses~~malfunctions or loss or corruption of data, software, hardware or other computer equipment, and the inadvertent transmission of computer viruses, could harm our business operations or result in loss of our Bitcoin and lost revenue. Furthermore, we believe that to the extent we hold greater amounts of Bitcoin, we may become a more appealing target for security threats such as hackers and malware.

Due to the small size of the Company, the Company does not maintain sufficient segregation of duties to ensure the processing, review and authorization of all transactions including non-routine transactions.8

~~There~~The security ~~are~~system ~~several~~and operational infrastructure may be breached due to the actions of outside parties, error or malfeasance of an employee ~~new~~of ours, or otherwise, and, ~~existing~~as ~~competitors~~a result, an unauthorized party may obtain access to our, private keys, data or Bitcoins. Additionally, outside parties may attempt to fraudulently induce employees of ours to disclose sensitive information in order to gain access to our infrastructure. ~~industry~~As ~~that~~the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently, or may be designed to remain dormant until a predetermined event and often are ~~purchasing~~not ~~mining~~recognized ~~equipment~~until atlaunched ~~scale~~against a target, ~~which~~we may be ~~cause~~unable ~~delays~~to anticipate these techniques or ~~difficulty~~implement inadequate ~~us obtaining~~preventative ~~new~~measures. ~~miners~~If an actual or perceived breach of our security system occurs, ~~which~~the market perception of the effectiveness of our security system could ~~materially~~be ~~and~~harmed, which could adversely affect ~~our~~an ~~business~~investment in ~~and~~us. ~~results~~In the event of a security breach, we may be forced to cease operations, or suffer a reduction in our digital assets, the occurrence of each of which could adversely affect an investment in us.

~~Many~~We ~~of the competitors in our industry~~ have ~~also~~not ~~been~~paid ~~purchasing~~cash ~~mining~~dividends ~~equipment~~in ~~at scale, which has caused a world-wide shortage of mining equipment and extended~~ the ~~corresponding~~past delivery schedules for new miner purchases. There can be no assurances the mining equipment manufacturers on which we rely such as Bitmain will be able to keep pace with the surge in demand for mining equipment if and ~~when~~do ~~we decide~~not toexpect ~~upgrade and/or expand upon our current miners. Additionally, the supply of the materials used~~ to ~~produce~~pay ~~miners,~~dividends ~~such as the ASIC computer chips that are the primary feature~~ in ~~their computing power, may become subject to shortages, which could also either increase~~ the ~~cost beyond what we can reasonably afford or reduce their availability without unreasonable delay or at all~~future. ItAny isreturn ~~uncertain how manufacturers will respond to these trends and whether they can deliver~~ on ~~the~~investment ~~schedules promised to any or all of their customers in the future. In the event Bitmain or other manufacturers are not able to keep pace with demand or avoid supply shortages, we~~ may ~~not~~ be ~~able~~ tolimited ~~purchase miners from Bitmain or other manufacturers in sufficient quantities, at reasonable prices or on~~ to the ~~delivery~~value ~~schedules that~~of ~~meet~~ our ~~business~~common ~~needs, which could have a material adverse effect on our business and results of operations~~stock.

10We have never paid cash dividends on our common stock and do not anticipate doing so in the foreseeable future. The payment of dividends on our common stock will depend on earnings, financial condition and other business and economic factors affecting us at such time as our board of directors may consider relevant. If we do not pay dividends, our common stock may be less valuable because a return on your investment will only occur if our stock price appreciates.

ToOur ~~the~~director ~~extent~~and officer ~~that~~liability ~~the~~insurance ~~profit~~may ~~margins of Bitcoin mining operations are~~ not ~~high,~~be ~~operators~~sufficient ofto ~~Bitcoin~~cover ~~mining~~all ~~operations~~potential orliabilities ~~other~~and ~~participants~~we inmay ~~the Bitcoin~~be ~~industry~~required ~~are more likely~~ to ~~immediately~~incur ~~sell~~substantial ~~Bitcoins~~costs into ~~the market, thereby constraining growth of the price of Bitcoin that~~maintain ~~could~~or ~~adversely~~renew ~~impact~~such uscoverage.

~~Over~~We ~~the years, Bitcoin mining operations~~ have ~~shifted~~recently ~~from~~obtained ~~individual~~a ~~users~~new ~~mining~~directors’ ~~with computer processors, graphics processing units~~ and ~~first-generation~~ ~~ASIC~~officers’ ~~servers~~(“D&O”) toliability ~~larger~~insurance ~~enterprises~~policy; ~~with newer~~however, ~~more~~we ~~“professionalized”~~cannot ~~sources~~assure ~~of processing power which~~you ~~has~~that ~~been~~this ~~predominantly~~coverage ~~added~~will bybe ~~“professionalized”~~adequate ~~mining~~to ~~operations~~protect ~~and~~us ~~resulting~~against ~~demand~~all ~~for~~claims ~~more~~that ~~professionalized and powerful miners having faster hash rates. These professionalized mining operations~~ may ~~use~~be ~~proprietary~~brought ~~hardware~~against orour ~~sophisticated~~directors ~~ASIC~~and ~~machines acquired from ASIC manufacturers~~officers. ~~Acquiring~~This ~~this~~policy contains ~~specialized~~certain ~~hardware~~retentions atand ~~scale~~exclusions, ~~requires~~and the ~~investment~~limits of ~~significant~~liability ~~up-front~~may ~~capital, and~~not ~~mine~~be ~~operators~~sufficient ~~incur significant expenses related~~ to cover the ~~operation~~costs of ~~this hardware at scale~~defense, ~~such as the leasing of operating space~~settlements, ~~which~~or isjudgments ~~often done~~ in ~~data centers or warehousing facilities, obtaining and paying for an electricity supply to run~~ the ~~miners~~event ~~and~~of ~~employing technicians~~complex toor ~~operate~~multiple ~~the~~legal ~~mining facilities~~proceedings.

~~As a result~~Furthermore, ~~these~~given ~~professionalized~~our ~~mining~~financial condition ~~operations~~and ~~are~~historical ofinvolvement ain ~~greater~~the ~~scale~~digital ~~than~~asset ~~prior~~industry, ~~miners~~we ~~and~~may ~~have~~find ~~more~~it ~~defined~~difficult and ~~regular~~expensive ~~expenses and~~to ~~liabilities.~~maintain ~~Because~~or ~~these~~renew ~~regular~~this insurance ~~expenses~~in ~~and~~the ~~liabilities~~future. ~~require~~We ~~professionalized~~may ~~mining~~be ~~operations~~required to ~~maintain~~accept ~~profit~~reduced ~~margins on~~policy ~~the~~limits ~~sale~~or ofincur ~~Bitcoin,~~substantially tohigher ~~the~~premiums ~~extent~~to ~~the~~obtain ~~price~~similar coverage. ofIf ~~Bitcoin~~our ~~declines~~insurance ~~and~~coverage ~~such profit margin~~ is ~~constrained,~~exhausted ~~such~~or ~~miners~~if ~~are~~a ~~incentivized to~~claim ~~sell~~is ~~Bitcoin~~excluded ~~earned~~ from ~~mining~~coverage, ~~operations~~the ~~more~~Company ~~rapidly~~has obligations ~~than~~to ~~individual~~indemnify ~~miners~~current ~~who~~and informer ~~past~~directors ~~years~~and ~~were~~employees, ~~more~~which ~~likely~~would torequire ~~hold~~the ~~newly~~use ~~mined Bitcoin for longer periods. The immediate selling~~ of ~~newly~~our ~~mined~~existing ~~Bitcoin~~cash ~~greatly~~resources ~~increases~~and ~~the~~could have ~~trading~~a ~~volume~~material ofadverse ~~Bitcoin,~~effect ~~creating downward pressure~~ on ~~the~~our ~~market~~financial ~~price of Bitcoin rewards~~condition.

~~The~~We ~~extent~~are subject to ~~which~~ the ~~value~~information ~~of Bitcoin mined by a professionalized mining operation exceeds the allocable capital~~ and ~~operating~~reporting ~~costs~~requirements ~~determines the profit margin~~ of ~~such~~the anSecurities ~~operation.~~Exchange AAct ~~professionalized mining operation may be more likely to sell a higher percentage~~ of ~~its~~1934, ~~newly mined Bitcoin rapidly if it is operating at a low profit margin~~ and itother ~~may~~federal ~~partially~~securities ~~or completely cease operations if its profit margin is negative. In a low profit margin environment~~laws, ~~a higher percentage could be sold more rapidly, thereby potentially depressing Bitcoin~~ ~~prices.~~including ~~Lower~~compliance ~~Bitcoin~~with ~~prices~~the ~~could~~Sarbanes-Oxley ~~result~~Act ~~in further tightening~~ of ~~profit~~2002 ~~margins for professionalized mining operations creating a network effect that may further reduce~~ (the ~~price~~“Sarbanes-Oxley ~~of Bitcoin until mining operations with higher operating costs become unprofitable forcing them to reduce mining power or cease mining operations temporarily~~Act”).

WeThe costs of preparing and filing annual and quarterly reports and other information with the SEC and furnishing audited reports to shareholders will cause our expenses to be higher than they would have been if we were privately held. It may be ~~unable~~time-consuming, difficult and costly for us to ~~raise~~develop, ~~additional~~implement and maintain the internal controls and reporting procedures required by the Sarbanes-Oxley Act. We may need ~~capital~~to ~~needed~~hire additional financial reporting, internal controls and other finance personnel in order to ~~grow~~develop ~~our~~and ~~business~~implement appropriate internal controls and reporting procedures.

WePublic ~~will~~company ~~likely~~compliance ~~continue~~may tomake ~~operate~~it atmore adifficult ~~loss, at least until our business strategy is implemented, or if Bitcoin or other cryptocurrency prices decline, and we expect~~ to ~~need~~attract ~~to raise additional capital to expand our operations~~ and ~~pursue~~retain ~~our~~officers ~~growth strategies, including potentially the acquisition of new or additional miners,~~ and ~~to respond to competitive pressures or unanticipated working capital requirements~~directors. We may not be able to obtain additional debt or equity financing on favorable terms, if at all, which could impair our growth and adversely affect our existing operations. If we raise additional equity financing, our stockholders may experience significant dilution of their ownership interests, and the per-share value of our common stock could decline. Furthermore, if we engage in additional debt financing, the holders of such debt would have priority over the holders of common stock on order of liquidation preference. We may be required to accept terms that restrict our ability to incur additional indebtedness or take other actions including terms that require us to maintain specified liquidity or other ratios that could otherwise not be in the interests of our stockholders.

~~Because~~The ~~our~~Sarbanes-Oxley ~~miners~~Act and rules implemented by the SEC have required changes ~~were~~in ~~designed~~corporate ~~specifically~~governance topractices ~~mine~~of ~~Bitcoin~~public companies. As a public company, we expect these rules and regulations to increase our ~~success~~compliance costs ~~during~~and ~~2024~~make ~~depended~~certain inactivities ~~large~~more ~~part~~time-consuming ~~upon~~and ~~the~~costly. ~~value~~The impact of ~~Bitcoin~~the SEC’s July 25, 2017 report on Digital Securities (the “DAO Report”) as well as enforcement actions will increase our compliance and ~~any~~legal ~~sustained~~costs. As a public company, it remains ~~decline~~difficult and expensive for us to maintain and renew our director and officer liability insurance. in ~~its~~the ~~value~~future ~~adversely~~and ~~affected~~we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. Accounting and other evolving treatment of cryptocurrencies by the SEC and others could continue to pose challenges and risks to our business, including enhanced disclosure obligations and ~~results~~resulting costs. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our board of ~~operations~~directors or as executive officers, and to maintain insurance at reasonable rates, or at all.

~~Our operating~~Economic ~~results~~downturns for the year ended December 31, 2024 were primarily dependent upon the value of Bitcoin, which was the main cryptocurrency we mined. Our revenues were driven by two key factors: (1) the number of Bitcoin rewards successfully mined and ~~(2) the~~ market ~~value~~conditions ofbeyond ~~Bitcoin. As a result,~~ our ~~financial~~control performance was subject to fluctuations in Bitcoin’s price. Our mining strategy during that period focused solely on producing Bitcoin using ASIC miners that utilized the SHA-256 algorithm. Because these miners could ~~not~~adversely beaffect ~~repurposed~~our ~~for other cryptocurrencies~~business, ~~such~~financial ascondition ~~Ethereum,~~and aresults ~~significant decline in the value or acceptance~~ of ~~Bitcoin would have had a negative impact on our~~ operations ~~and financial condition~~.

11We will need to raise additional capital to fund our working capital needs and business plan. Our ability to obtain financing, if and when necessary, may be impaired by such factors as the capital markets (both in general and in the particular industry in which we operate), the national and global economies and the condition of the market for microcap securities. Further, factors such as high inflation, increased central bank interest rates in response, the geopolitical conflict in Ukraine and the Middle East and potential economic downturns including the recession we may be entering combined with investor uncertainties may increase our requirements for capital, particularly if such economic downturn persists for an extended period of time, and may limit or hinder our ability to obtain the funding we require. If the amount of capital we are able to raise from financing activities, together with any revenues we may generate from future operations, is not sufficient to satisfy our capital needs, we may be required to reduce or cease our operations, divest our assets at unattractive prices or obtain financing on unattractive terms. Further, the terms of securities we issue in future capital raising transactions may be more favorable to new investors, and may include liquidation preferences, superior voting rights or the issuance of other derivative securities, which could have a further dilutive effect on or subordinate the rights of existing investors. To the extent we incur indebtedness to raise capital, the terms of such indebtedness may impose restrictive covenants or operational limitations that hinder our business and would provide the holder(s) with a priority over our stockholders in our assets in the event of a liquidation, if convertible into shares of common stock, would also pose the risk of dilution. If any of the foregoing should happen, our stockholders could lose some or all of their investment.

Bitcoin is subject to Halving, meaning that the Bitcoin rewarded for solving a block will be reduced in the future and its value may not commensurately adjust to compensate us for such reductions, and the overall supply of Bitcoin is finite.9

~~Bitcoin~~For isthese ~~subject~~reasons toand ~~Halving~~others, ~~which~~an isinvestment the process by which the Bitcoin reward for solving a block is reduced by 50% every 210,000 blocks that are solved. This means that the amount of Bitcoin we (or any other miner) are rewarded for solving a block in ~~the~~our ~~Blockchain~~securities is ~~permanently cut~~risky inand ~~half.~~you ~~For~~should ~~example,~~invest ~~the~~only ~~last~~if ~~Halving~~you ~~occurred in April 2024, resulting in a revised payout of 3.125 Bitcoin per block solved, down from the previous reward rate of 6.25 Bitcoin per block solved. There~~ can bewithstand ~~no assurance that the price of Bitcoin will sufficiently increase to justify the increasingly high costs of mining for Bitcoin given the Halving feature. If~~ a ~~corresponding~~total ~~and~~loss ~~proportionate increase in the trading price~~ of ~~these cryptocurrencies does not follow these anticipated Halving events~~, ~~the revenue we earn from our mining operations would see a corresponding decrease, which would have a material adverse effect on our business~~ and ~~operations. To illustrate,~~ ~~even~~wide iffluctuations ~~the price of Bitcoin remains at its price as of today~~in, ~~all other factors being equal (including~~ the ~~same~~value ~~number~~ of ~~miners~~your ~~and a stable hash rate) our revenue would decrease substantially upon the next Halving~~investment.

~~Further,~~Item ~~due to the Halving process, unless the underlying code of the Bitcoin Blockchain is altered (which may be unlikely or difficult given its decentralized nature), the supply of Bitcoin is finite~~1B. ~~Once~~Unresolved 21Staff million Bitcoin have been generated by virtue of solving blocks in the Blockchain, the network will stop producing more. Currently, there are approximately 19.7 million Bitcoin in circulation representing about 94% of the total supply of Bitcoin under the current source code. For the foregoing reasons, the Halving feature exposes us to inherent uncertainty and reliance upon the historically volatile price of Bitcoin, rendering an investment in us particularly speculative, especially in the long-term. If the price of Bitcoin does not significantly increase in value, your investment could become worthless.Comments

~~We were subject to risks associated with our need for significant electrical power and our current Electricity Agreement~~None.

~~Our~~Item ~~Bitcoin mining operations required significant amounts of electrical power and increases in energy usage or rates directly affected our operating costs~~1C. As of December 31, 2024, we operated under a month-to-month electricity arrangement with the City, which created uncertainty regarding future pricing and availability. Any interruption or loss of access to electricity, or any significant increase in rates, could have materially and adversely affected our mining operations and results of operations during the reporting period.Cybersecurity

~~Prolonged~~Like all ~~power~~companies ~~outages~~that orutilize ~~unavailability~~technology, we are subject to threats of ~~electrical~~breaches ~~power~~of ~~also~~our ~~had~~ technology systems. To mitigate the ~~potential~~threat to ~~disrupt~~our business, ~~operations~~we take a comprehensive approach to cybersecurity risk management. Our Board and our management oversee our risk management program, ~~reduce~~including ~~mining~~the ~~efficiency~~management of cybersecurity risks. We have established policies, orstandards, ~~result~~processes inand ~~the~~practices ~~temporary~~for ~~cessation~~assessing, identifying, ofand ~~mining~~managing ~~activity~~material risks from cybersecurity threats, ~~which~~including ~~could~~those discussed in our Risk Factors. We have devoted resources ~~adversely~~to ~~affected~~implement ~~our~~and ~~financial~~maintain ~~performance~~security ~~for~~measures ~~the~~to ~~year~~meet ~~ended~~regulatory ~~December~~requirements 31and shareholder expectations, ~~2024.~~and ~~Any~~we ~~future~~intend ~~redeployment~~to continue to make investments to maintain the security of our ~~Bitcoin~~data ~~Mining~~and ~~assets~~cybersecurity infrastructure. While there can be no guarantee that our policies and ~~operations~~procedures will be ~~subject~~properly followed in every instance or that those policies and procedures will be effective, we believe that the Company’s sustained investment in these efforts and technologies have put the Company in a position to ~~similar~~protect against potential compromises, and we do not believe that risks from prior cybersecurity threats have materially affected our business to date. We can provide no assurance that there will not be incidents in the future or that past or future attacks will not materially affect us, including our business strategy, results of operations, or financial condition.

12Item 2. Properties

~~Interruptions~~Our principal tocorporate ~~internet~~office ~~access~~is ~~could~~located ~~have~~in ~~disrupted our operations~~Melbourne, ~~which~~FL ~~would~~under ~~adversely~~a ~~affect~~month-to-month ~~our business and results of operations~~agreement.

~~Our~~Until ~~cryptocurrency~~May ~~mining operations required access to high-speed internet to be successful. If we had lost internet access for a prolonged period~~2025, ~~we might have been required to reduce~~ our operations orwere ~~cease~~conducted ~~them~~at ~~altogether.~~a ABitcoin ~~disruption~~mining ofand ~~the~~hosting ~~Internet~~facility ~~would~~situated ~~also~~on ~~have~~six ~~affected the~~acres ~~use~~in ofLaFayette, ~~cryptocurrencies~~Georgia, ~~and~~which ~~subsequently~~we acquired ~~the~~in ~~value~~May ~~of our securities~~2019. ~~Because~~On ~~our~~May ~~mining~~13, ~~activities depended heavily on reliable internet access~~2025, ~~any~~we ~~significant~~sold ~~disruption~~this ~~could~~facility. ~~have~~Following ~~interrupted network operations and adversely affected~~ the ~~price~~sale, ofwe ~~Bitcoin~~do ~~and our~~not ~~ability~~own toor ~~mine~~lease ~~it.~~any ~~Such~~material ~~events~~real ~~could~~property ~~have negatively impacted our business~~ and ~~financial performance during the reporting period.~~ ~~Any~~currently ~~future~~operate ~~redeployment~~from of our ~~Bitcoin~~corporate ~~Mining assets and operations will be subject to similar risks~~office.

~~Bitcoin has forked~~Item ~~multiple~~3. ~~times~~Legal ~~and additional forks may occur in the future which may affect the value of Bitcoin held or mined by the Company.~~Proceedings

ToWe ~~the~~are ~~extent~~not ~~that~~currently aengaged ~~significant~~in ~~majority~~any ofmaterial ~~users~~legal ~~and~~proceedings. ~~miners~~From ontime ato ~~cryptocurrency network install software that changes the cryptocurrency network or properties of a cryptocurrency~~time, ~~including~~in the ~~irreversibility~~normal ofcourse ~~transactions and limitations on the mining~~ of ~~new cryptocurrency~~business, ~~the~~ ~~cryptocurrency~~we ~~network~~may ~~would~~ be subject to legal ~~new~~claims ~~protocols~~ and ~~software. However~~actions, ifincluding ~~less~~matters ~~than~~relating ~~a significant majority of users and miners on the cryptocurrency network consent~~ to ~~the~~employment, ~~proposed~~intellectual ~~modification~~property, and ~~the~~other ~~modification~~business isissues. ~~not~~While ~~compatible~~we ~~with the software prior~~expect to ~~its~~continue ~~modification,~~incurring ~~the~~legal ~~consequence~~fees ~~would~~in beconnection ~~what~~with isprotecting ~~known~~our asintellectual aproperty ~~“fork” of the network~~rights, ~~with~~we ~~one~~are ~~prong~~not ~~running~~aware ~~the pre-modified software and the other running the modified software. The effect~~ of ~~such~~any apending ~~fork would be the existence of two versions of the cryptocurrency~~claims ~~running~~or inactions ~~parallel~~that, ~~yet~~if ~~lacking~~determined ~~interchangeability and necessitating exchange-type transaction to convert currencies between the two forks. Additionally~~adversely, itwould ~~may~~have ~~be unclear following~~ a ~~fork~~material ~~which~~adverse ~~fork~~effect ~~represents~~on ~~the~~our ~~original~~results ~~asset and which is the new asset. Different metrics adopted by industry participants to determine which is the original asset include: referring to the wishes~~ of ~~the~~operations, ~~core~~financial ~~developers of a cryptocurrency~~condition, ~~Blockchains with the greatest amount of hashing power contributed by miners~~ or ~~validators; or Blockchains with the~~ ~~longest~~cash ~~chain~~flows. ~~A fork in the network of a particular cryptocurrency could adversely affect an investment in our securities or our ability to operate.~~

~~Since~~Item ~~August 1, 2017, Bitcoin’s Blockchain was forked multiple times creating new types of Bitcoin cryptocurrencies~~4. ~~Each~~Mine ~~fork~~Safety has resulted in a new Blockchain being created with a shared history, and a new path forward. The value of the newly created Bitcoin cryptocurrencies that have or may result may or may not have value in the long run and may affect the price of Bitcoin if interest is shifted away from Bitcoin to the newly created digital assets. The value of Bitcoin after the creation of a fork is subject to many factors including the value of the fork product, market reaction to the creation of the fork product, and the occurrence of forks in the future. As such, the value of Bitcoin could be materially reduced if existing and future forks have a negative effect on Bitcoin’s value.Disclosures

Our mining operations, including the miners, containers, land, and facility in which our equipment was operated, were subject to real estate risks and potential damage for which we were not fully insuredNone.

As of December 31, 2024, our mining activities were conducted exclusively at our Lafayette, Georgia facility, which housed all of our operations and equipment at a single location. Concentrating operations at one site exposed us to risks inherent in real estate ownership, including potential losses from natural disasters, accidents, or other events that could have caused damage to our facility or equipment.10

~~While~~PART we maintained general liability and property insurance, we may have been underinsured for certain risks related to the ownership and operation of this facility. A significant uninsured loss, or damage beyond insured limits, could have negatively affected our financial results during the reporting period.II

13Item 5. Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer’s Purchases of Equity Securities

~~Our operations and revenue from the operation of third-party~~Market ~~equipment may subject us to legal disputes and liabilities.~~Information

~~The Company generated revenue from the operation~~Our ofcommon ~~abandoned~~stock ~~third-party~~is ~~miners~~traded ~~after~~on the ~~related~~OTCID ~~hosting~~Basic ~~agreements~~Market ~~expired.~~tier ~~The legal status~~ of ~~such~~OTC ~~equipment~~Markets asLLC ~~abandoned~~under ~~property is subject to interpretation and may not be enforceable if challenged. The operation of this equipment for our own account could expose us to legal claims from~~ the ~~original~~symbol ~~owners of the equipment~~“MGTI. Any such claim or dispute could result in significant legal costs, divert management’s attention, and could have a material adverse effect on our business, financial condition, and results of operations.”

~~The Company’s reliance on a third-party mining pool service provider for our mining revenue payouts may have a negative impact on the Company’s operations.~~Holders

~~Historically,~~On weMarch ~~received Bitcoin mining rewards from our mining activity through a third-party mining pool operator. Mining pools allow miners to combine their processing power~~16, ~~increasing their chances of solving a block and getting paid by the network. The rewards are distributed by the pool operator~~2026, ~~proportionally to our contribution to~~ the ~~pool~~Company’s ~~overall~~common ~~mining~~stock ~~power,~~closed used to generate each block. Should the pool operator’s system suffer downtime due to a cyber-attack, software malfunction or other similar issues, it will negatively impact our ability to mine and receive revenue. Furthermore, we were dependent on the ~~accuracy~~OTCID oftier ~~the mining pool operator’s record keeping to accurately record the total processing power provided to the pool for a given Bitcoin mining application in order to assess the proportion~~ of ~~that~~OTC ~~total~~Markets ~~processing~~LLC ~~power~~at ~~we provided~~$0.00025 Weper ~~had~~share ~~limited~~and ~~means~~there ~~of recourse against the mining pool operator if we determined the proportion of the reward paid out to us by the mining pool operator was incorrect, other than leaving the pool. If we~~ were ~~unable~~388 ~~to consistently obtain accurate proportionate rewards from our mining pool operators,~~stockholders ~~we may have experienced reduced reward for our efforts, which would have had an adverse effect on our business and operations. With any future redeployment~~ of ~~our Bitcoin Mining assets and operations we anticipate continuing to rely on these mining pools and will be subject to similar risks~~record.

There is a possibility of cryptocurrency mining algorithms transitioning to proof of stake validation and other mining related risks, which could make us less competitive and ultimately adversely affect our business and the value of our stock.Dividends

~~Proof~~The ofCompany ~~stake~~has isnever andeclared ~~alternative~~or ~~method~~paid incash ~~validating~~dividends ~~cryptocurrency transactions that is less dependent~~ on ~~the~~its ~~consumption~~common ofstock electricity. Should the algorithm shift from a proof of work validation method to a proof of stake method, mining would likely require less energy, which may render any company that maintains advantages in the current climate (for example, from lower priced electricity, processing, real estate, or hosting) less competitive. We, as a result of our efforts to optimize and ~~improve~~has ~~the~~no ~~efficiency~~intention of ~~our~~doing ~~Bitcoin~~so ~~mining operations, may be exposed to the risk~~ in the ~~future~~foreseeable ~~of losing the relative competitive advantage we may have over some of our competitors as a result, and may be negatively impacted if a switch to proof of stake validation were to occur~~future. This is because we have invested heavily in setting up our facility based on the mining algorithms method of validation. Such events could have a material adverse effect on our ability to continue as a going concern, which could have a material adverse effect on our business, prospects or results of operations, the value of Bitcoin.

14Unregistered sales of equity securities

WeOn September ~~may~~22, be2025, ~~accused~~ the Company issued 500,000,000 shares of ~~infringing~~common ~~intellectual~~stock ~~property~~as ~~rights~~part of ~~third~~restructuring ~~parties~~its 2024 Notes. The issuance was exempt from registration under Section 3(a)(9) of the Securities Act of 1933, as amended.

WeAdditionally, ~~may~~on beSeptember ~~subject~~22, to2025, ~~legal claims of alleged infringement of~~ the ~~intellectual~~Company ~~property~~issued ~~rights of third parties. Due to the open-source and constantly evolving nature of our business~~650, ~~we may not always be able to determine that we are using or accessing protected information or software. For example~~000,000 ~~there~~shares ~~could be issued patents~~ of ~~which~~common westock ~~are~~upon ~~not~~conversion ~~aware that our activities or the equipment or software we use may infringe. The ready availability~~ of ~~damages~~650,000 ~~royalties~~shares ~~and the potential for injunctive relief has increased the defense litigation costs~~ of ~~patent~~Series ~~infringement~~D ~~claims, especially those asserted by third parties whose sole or primary business is to assert such claims.~~Preferred ~~Such~~Stock. ~~claims,~~The ~~even~~converted ifshares ~~not~~represented ~~meritorious,~~all ~~may~~outstanding ~~result~~Series inD ~~significant~~Preferred ~~expenditure of financial and managerial resources, and the payment of damages or settlement amounts~~Stock. ~~Additionally,~~The weissuance ~~may~~was ~~become~~exempt ~~subject to injunctions prohibiting us~~ from ~~using~~registration ~~software~~under ~~or business processes~~Section we3(a)(9) ~~currently~~of ~~use or may need to use in~~ the ~~future~~Securities orAct ~~requiring~~of ~~us to obtain licenses from third parties when such licenses may not be available on financially feasible terms or terms acceptable to us or at all. In addition~~1933, weas may not be able to obtain on favorable terms, or at all, licenses or other rights with respect to intellectual property we do not own in providing ecommerce services to other businesses and individuals under commercial agreementsamended.

~~Risks~~On September ~~Related~~23, 2025, the Company issued (i) 100,000,000 shares of common stock valued at $10 to its Interim CEO and CFO, Jonathan M. Pfohl, ~~Our~~(ii) ~~Dependence~~100,000,000 onshares ~~Bitcoin~~of common stock valued at $10 to another employee, and (iii) 500,000,000 shares of common stock to Director Michael Onghai in exchange for the waiver of $56 in outstanding director fees. The issuance was exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.

~~The~~In December ~~trading~~2025, ~~price of~~the company issued 300,000,000 shares of ~~our~~ common stock ~~may~~to ~~increase~~accredited orinvestors ~~decrease~~that asparticipated ~~does~~in ~~the~~a ~~trading~~private ~~price~~placement for an aggregate of ~~Bitcoin,~~$300. ~~which~~The ~~subject~~issuance ~~investors~~was toexempt ~~pricing~~from ~~risks, including~~registration ~~“bubble”~~under ~~type~~Section ~~risks~~4(a)(2) of the Securities Act of 1933, as amended, and ~~volatility~~Rule 506(b) of Regulation D thereunder.

~~Because~~Repurchases of ~~our~~Equity dependence on Bitcoin, the trading prices of our common stock may at times be tied to the trading prices of Bitcoin. Specifically, we may experience adverse effects on our stock price when the value of Bitcoin drops. Furthermore, if the market for Bitcoin company stocks or the stock market in general experiences a loss of investor confidence, the trading price of our stock could decline for reasons unrelated to our business, operating results or financial condition. The trading price of our common stock could be subject to arbitrary pricing factors that are not necessarily associated with traditional factors that influence stock prices or the value of non-cryptocurrency assets such as revenue, cash flows, profitability, growth prospects or business activity since the value and price, as determined by the investing public, may be influenced by uncertain contingencies such as future anticipated adoption or appreciation in value of cryptocurrencies or Blockchains generally, and other factors over which we have little or no influence or control.Securities

Bitcoin and other cryptocurrency market prices, which have historically been volatile and are impacted by a variety of factors (including those discussed below), are determined primarily using data from various exchanges, over-the-counter markets and derivative platformsNone. Furthermore, such prices may be subject to factors such as those that impact commodities, more so than business activities, which could be subjected to additional influence from fraudulent or illegitimate actors, real or perceived scarcity, and political, economic, regulatory or other conditions, including those discussed elsewhere in these Risk Factors. Pricing may be the result of, and may continue to result in, speculation regarding future appreciation in the value of cryptocurrencies, or our share price, making their market prices more volatile or creating “bubble” type risks for the trading price of Bitcoin.

~~During~~Item the year ended December 31, 2024, the trading price of Bitcoin increased significantly, from a low closing value of approximately $39 per Bitcoin in January 2024, to a high closing value of approximately $107 per Bitcoin in December 2024 as reported by Coindesk6.~~com. Thus~~ far in 2025, the prices of Bitcoin continues to climb, reaching a high of $117 in September 2025. While Bitcoin prices are currently relatively high, there can be no assurances that volatility in the trading price of Bitcoin will not continue in the future, including a potential drop in the price as has occurred in the past. Accordingly, since the trading price of our securities may at times be connected to the trading price of Bitcoin, if the trading price of Bitcoin again experiences a significant decline, we could experience a similar decline in the trading price for shares of our common stock. If this occurs, you may not be able to sell the shares of our common stock which you purchased at or above the price you paid for them or at all. In addition, because our operating results and financial condition are tied to the price of Bitcoin, should that price decline, it would materially adversely affect our operating results and financial condition.Reserved

15Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The markets for Bitcoin and other cryptocurrencies and the existing markets may be under regulated and, as a result, the market price of Bitcoin may be subject to significant volatility or manipulation, which could decrease consumer confidence in cryptocurrencies and have a materially adverse effect on our business and results of operations.Overview

~~Cryptocurrencies~~MGT ~~that~~historically ~~are~~operated ~~represented~~in ~~and~~the ~~trade~~Bitcoin onmining aand ~~ledger-based~~hosting ~~platform~~industry. ~~and~~Our ~~those~~previous ~~who~~business ~~hold~~model ~~them~~was ~~may~~dependent ~~not~~on ~~enjoy~~ the ~~same~~economics ~~benefits~~of ~~as traditional securities~~digital ~~available~~asset onmining, ~~trading~~including ~~markets~~the ~~and~~price ~~their~~of ~~investors. Stock exchanges have listing requirements and vet issuers~~Bitcoin, ~~requiring~~electricity ~~them to be subjected to rigorous listing standards and rules~~costs, and ~~monitor~~access ~~investors~~to ~~transacting~~competitive onhosting ~~such~~capacity. ~~platforms~~During ~~for~~the ~~fraud~~fiscal ~~and~~year ~~other improprieties. These~~ended ~~conditions~~December ~~may~~31, ~~not~~2025, ~~necessarily~~our beoperations ~~replicated~~underwent on a ~~distributed~~significant ~~ledger~~strategic ~~platform,~~transition ~~depending~~resulting onfrom the ~~platform’s~~cessation ~~controls and other policies. The more lax a distributed ledger platform is about vetting issuers~~ of ~~cryptocurrency~~active ~~assets~~mining ~~or users that transact on the platform,~~operations ~~the~~and ~~higher~~ the ~~potential~~sale ~~risk for fraud or the manipulation~~ of ~~the~~our ~~ledger~~primary ~~due~~operating ~~to a control event~~facility.

~~Bitcoin~~Following ~~and~~the ~~other~~expiration ~~cryptocurrency~~of ~~market~~our ~~prices~~primary ~~have~~hosting ~~historically~~customer ~~been~~lease ~~volatile,~~in ~~are~~March ~~impacted~~2025, bythe aCompany ~~variety~~discontinued ofall ~~factors,~~self-mining ~~and~~activities. ~~are~~On ~~determined~~May ~~primarily~~13, 2025, ~~using~~the ~~data~~Company ~~from~~completed ~~various exchanges, over-~~the~~-counter~~ ~~markets~~sale ~~and~~of ~~derivative~~its ~~platforms. Furthermore~~LaFayette, ~~such~~Georgia ~~prices~~facility ~~may~~for be$1.35 ~~subject~~million. toThis ~~factors such~~sale asincluded ~~those~~land, ~~that impact commodities~~containers, ~~more~~and soelectrical infrastructure ~~than~~associated ~~business~~with ~~activities,~~our ~~which~~former ~~could~~hosting beand ~~subjected~~mining tooperations. ~~additional~~As ~~influence~~a ~~from~~result ~~fraudulent or~~of ~~illegitimate~~these ~~actors~~developments, ~~real~~the orCompany ~~perceived~~currently ~~scarcity,~~does not ~~and~~have ~~political,~~active ~~economic,~~revenue-generating ~~regulatory or other conditions~~operations. ~~Pricing~~We ~~may be the result of, and may~~ continue to ~~result~~own ~~in,~~approximately ~~speculation~~35 ~~regarding~~Antminer ~~future~~S19 ~~appreciation~~Pro ~~in the value of cryptocurrencies~~miners, orwhich ~~our~~have ~~share~~been ~~price, making~~relocated ~~their~~to ~~market~~storage ~~prices~~pending ~~more~~management’s ~~volatile~~determination orof ~~creating~~their ~~“bubble”~~future ~~type~~use ~~risks~~or ~~for both Bitcoin and shares of our common stock~~redeployment.

~~These~~Management ~~factors~~is ~~may~~currently ~~inhibit~~engaged ~~consumer trust~~ in ~~and~~an ~~market~~active ~~acceptance~~strategic ofreview ~~cryptocurrencies~~process asto adetermine ~~means~~the ofCompany’s ~~exchange~~future ~~which~~direction. ~~could~~Our ~~have~~near-term ~~a material adverse~~priorities ~~effect~~focus on ~~our business, prospects, or operations and potentially~~ the ~~value~~following ofcore ~~any Bitcoin or other cryptocurrencies we mine or otherwise acquire.~~objectives:

~~The~~● ~~development and~~Maintaining ~~acceptance~~Compliance: Prioritizing the resolution of ~~cryptographic~~delays ~~and~~in ~~algorithmic~~SEC ~~protocols~~periodic ~~governing~~reporting ~~the~~to ~~issuance~~regain ofand maintain full reporting status and ~~transactions~~corporate ingood ~~cryptocurrencies~~standing. is● ~~subject~~Capital Formation and Liquidity: Raising appropriate capital to meet operating needs for a ~~variety~~minimum of ~~factors~~12 ~~that~~months ~~are~~while ~~difficult~~actively managing remaining corporate infrastructure to ~~evaluate~~minimize overhead. ● Market Position: Evaluating opportunities to enhance our equity market position, including potential exchange listings and broker-dealer quotation status. ● Strategic Alternatives: Identifying and executing new ventures, which may include potential mergers, acquisitions, or entry into alternative business lines that leverage our historical expertise in digital assets and technology infrastructure.

~~The~~While ~~use~~we ofcontinue ~~cryptocurrencies, including Bitcoin,~~ to, ~~among~~evaluate ~~other~~various ~~things~~strategic options, ~~buy~~including ~~and~~potential ~~sell~~partnerships ~~goods~~ and ~~services~~business ~~and complete transactions~~combinations, isthese ~~part~~discussions are ofexploratory ~~a new~~ and ~~rapidly~~have ~~evolving~~not ~~industry~~resulted ~~that~~in ~~employs~~any ~~cryptocurrency~~binding ~~assets~~agreements ~~based upon a computer-generated mathematical and/or cryptographic protocol. Large-scale acceptance of cryptocurrencies~~ as ~~a means~~ of ~~payment~~the ~~has~~date ~~not, and may never, occur. The growth~~ of this ~~industry in~~report. ~~general,~~Management ~~and~~does ~~the~~not ~~use~~view ofMGT ~~Bitcoin~~as ~~in particular, is subject to~~ a ~~high~~passive holding ~~degree~~or ofinvestment ~~uncertainty~~entity, ~~and~~but ~~the~~rather ~~slowing~~as oran ~~stopping~~operating ofpublic ~~the~~company ~~development or~~in ~~acceptance~~a ofstrategic ~~developing~~transition ~~protocols may occur unpredictably~~phase. ~~The factors include, but are not limited to:~~

● the progress of worldwide growth in the adoption and use of Bitcoin and other cryptocurrencies as a medium of exchange; ● governmental and organizational regulation of Bitcoin and other cryptocurrencies and their use, or restrictions on or regulation of access to and operation of the network or similar cryptocurrency systems; ● changes in consumer demographics and public tastes and preferences, including as may result from coverage of Bitcoin or other cryptocurrencies by journalists and other sources of information and media; ● the maintenance and development of the open-source software protocol of the network; ● the increased consolidation of contributors to the Bitcoin Blockchain through mining pools and scaling of mining equipment by well-capitalized market participants; ● the availability and popularity of other forms or methods of buying and selling goods and services, including new means of using fiat currencies; ● the use of the networks supporting Bitcoin or other cryptocurrencies for developing smart contracts and distributed applications; ● general economic conditions and the regulatory environment relating to Bitcoin and other cryptocurrencies; and ● the impact of regulators focusing on cryptocurrencies and the costs associated with such regulatory oversight.11

ACritical ~~decline~~accounting inpolicies ~~the~~and ~~popularity or acceptance of the Bitcoin network could adversely affect an investment in us.~~estimates

16Use of estimates and assumptions and critical accounting estimates and assumptions

The ~~outcome~~preparation of ~~these~~the ~~factors~~financial ~~could~~statements ~~have~~in ~~negative~~conformity ~~effects~~with onU.S. ~~our~~GAAP ~~ability~~requires management to ~~continue~~make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as aof ~~going~~the ~~concern~~date orof tothe ~~pursue~~financial statements ~~our~~and ~~business~~also ~~strategy~~affect the amounts of revenues and expenses reported for each period. Actual results could differ from those which atresult ~~all~~from using such estimates. Management utilizes various other estimates, ~~which~~including ~~could~~but ~~have~~not alimited ~~material~~to ~~adverse~~determining ~~effect~~the onestimated lives ~~our~~of ~~business~~long-lived assets, ~~prospects~~determining orthe ~~operations~~potential asimpairment ~~well~~of aslong-lived ~~potentially~~assets, ~~negative~~the ~~effects~~fair onvalue of conversion features, valuation of derivative liabilities and the ~~value~~valuation allowance for deferred tax assets. The results of any ~~Bitcoin~~changes orin ~~other~~accounting ~~cryptocurrencies~~estimates weare reflected ~~mine~~in orthe ~~otherwise~~financial ~~acquire,~~statements in the period in which ~~would~~the ~~harm~~changes ~~investors~~become evident. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in ~~our~~the ~~securities~~period that they are determined to be necessary.

~~Currently, there~~Property ~~is relatively small use of Bitcoins in the retail~~ and ~~commercial marketplace in comparison to relatively large use by speculators, thus contributing to price volatility that could adversely affect an investment in us.~~Equipment

~~As relatively new products~~Property and ~~technologies,~~equipment ~~Bitcoins~~are ~~and~~stated ~~the~~at ~~Bitcoin~~cost ~~network~~less ~~have~~accumulated ~~only~~depreciation. ~~recently~~Depreciation ~~become~~is ~~widely~~calculated ~~accepted~~using asthe astraight–line ~~means~~method ofon ~~payment for goods and services~~the byvarious ~~many~~asset ~~major~~classes ~~retail~~over ~~and~~their ~~commercial~~estimated ~~outlets~~useful lives, ~~and~~which ~~use~~range offrom ~~Bitcoins~~one ~~by consumers~~ to ~~pay~~ten ~~such~~years ~~retail~~when ~~and~~placed ~~commercial~~in ~~outlets remains limited~~service. ~~Conversely,~~ aThe ~~significant~~cost ~~portion~~ of ~~Bitcoin~~repairs and ~~demand~~maintenance is ~~generated~~expensed byas ~~speculators~~incurred; major replacements and ~~investors~~improvements ~~seeking~~are tocapitalized. ~~profit~~When ~~from~~assets ~~the~~are ~~short-~~retired or ~~long-term holding~~disposed of, the ~~Bitcoins.~~cost Aand ~~lack~~accumulated ofdepreciation ~~expansion~~are byremoved ~~Bitcoins~~from ~~into~~the ~~retail~~accounts, and ~~commercial~~any ~~markets,~~resulting gains or alosses ~~contraction~~are ofincluded ~~such use, may result~~ in ~~increased~~ ~~volatility~~income ~~or a reduction~~ in the year ~~price~~ of ~~Bitcoin, either of which could adversely impact an investment in us~~disposition.

~~Banks and financial institutions may not~~Revenue ~~provide banking services, or may cut off services, to businesses that engage in cryptocurrency-related activities.~~recognition

~~A number of companies that~~Revenue engage in Bitcoin and/or other cryptocurrency-related activities have been unable to find banks or financial institutions that are willing to provide them with bank accounts and other services. Similarly, a number of companies and individuals or businesses associated with cryptocurrencies may have had and may continue to have their existing bank accounts closed or services discontinued with financial institutions in response to government action, including in China, where regulatory response to cryptocurrencies has been to exclude their use for ordinary consumer transactions within China. Government action in the U.S. involving cryptocurrencies and related activities may cause this trend to expand in the U.S. We also may be unable to obtain or maintain these services for our business as a result of these trends, which may also adversely impact the price of Bitcoin. The difficulty that many businesses that provide Bitcoin and/or derivatives on other cryptocurrency-related activities have and may continue to have in finding banks and financial institutions willing to provide them services may be decreasing the usefulness of cryptocurrencies as a payment system and harming public perception of cryptocurrencies, and could decrease their usefulness and harm their public perception in the future.recognition

As an example of adverse events affecting the crypto landscape, in November 2023 Binance, the world’s largest crypto exchange, undertook to exit the U.S. and paid a $4.4 billion fine to settle charges by the U.S. Department of Justice, Treasury and the Commodity Futures Trading Commission that the exchange violated sanctions and facilitated human and narcotics trafficking. Further, in March 2023 two large financial institutions in the U.S., Silicon Valley Bank and Signature Bank, which both serviced customers involved with crypto assets, collapsed as continued negative economic prospects and failures to obtain payment from borrowers, together with a large number of withdrawals, caused these banks to encounter substantial financial difficulty leading up to their failures. In response to these events, the Federal Deposit Insurance Corporation (“FDIC”) transferred all the deposits, both insured and uninsured, of these banks to corresponding “bridge banks” operated by the FDIC as it markets the institution to potential bidders. The impact of these developments on the Company and on the crypto asset industry and the economy in general, and whether and to what extent they signal a continuing trend impacting the industry and potentially our business, remain unclear.General

The ~~usefulness of cryptocurrencies~~ asCompany arecognizes ~~payment~~revenue ~~system~~in ~~and~~accordance ~~the~~with ~~public~~Accounting ~~perception~~Standards ofCodification ~~cryptocurrencies~~606, ~~could~~Revenue befrom ~~damaged~~Contracts ifwith ~~crypto~~Customers ~~exchanges and other industry participants~~(“ASC ~~exit the U~~606”).S. ~~markets~~ASC ~~and~~606 ifestablishes ~~banks~~a orprinciples-based ~~financial~~framework ~~institutions~~for ~~were~~recognizing torevenue ~~close~~that depicts the ~~accounts~~transfer of ~~businesses~~promised ~~engaging in Bitcoin and/or other~~goods ~~cryptocurrency-related activities. This could occur as a result of compliance risk, cost, government regulation~~ or ~~public~~services ~~pressure. The risk applies~~ to ~~securities~~customers ~~firms,~~in ~~clearance~~an ~~and~~amount ~~settlement~~that ~~firms,~~reflects ~~national~~the ~~stock~~consideration ~~and~~to ~~derivatives~~which ~~on commodities exchanges,~~ the ~~over-the-counter market, and the Depository Trust~~ Company, ~~which,~~expects ifto ~~any~~be ofentitled ~~such~~in ~~entities~~exchange ~~adopts~~for those goods or ~~implements~~services. ~~similar~~As ~~policies,~~of ~~rules~~March ~~or regulations~~2025, ~~could~~ ~~negatively~~the ~~affect~~Company ~~our~~ceased ~~relationships~~all ~~with~~active ~~financial~~revenue-generating ~~institutions~~operations ~~and~~related ~~impede our ability~~ to ~~convert~~cryptocurrency ~~cryptocurrencies~~mining toand hosting ~~fiat currencies~~activities. ~~Such~~ ~~factors~~Accordingly, ~~could~~the ~~have~~following apolicies ~~material~~primarily ~~adverse~~relate ~~effect on our ability~~ to ~~continue~~historical asand acomparative ~~going~~periods ~~concern~~presented orin tothese ~~monetize~~financial statements ~~our~~and ~~mining~~any ~~efforts,~~limited ~~which could~~residual ~~have~~activities aduring ~~material~~the ~~adverse~~fiscal ~~effect~~year onended ~~our~~December ~~business~~31, ~~prospects or operations and harm investors~~2025.

17Crypto asset mining (Historical and Comparative)

~~Political~~The Company orrecognizes ~~economic crises~~revenue ~~may~~under ~~motivate~~ASC ~~large-scale~~606. ~~sales~~The core principle of ~~cryptocurrencies,~~the ~~which~~revenue ~~could~~standard ~~result~~is inthat a ~~reduction~~company inshould ~~values~~recognize revenue to depict the transfer of ~~cryptocurrencies~~promised ~~such~~goods asor ~~Bitcoin and~~services ~~adversely~~to ~~affect~~customers in an ~~investment~~amount that reflects the consideration to which the Company expects to be entitled in usexchange for those goods or services. The following five steps are applied to achieve that core principle:

~~Geopolitical crises~~● ~~may~~Step ~~motivate~~1: ~~large-scale~~Identify ~~sales~~the ofcontract ~~cryptocurrencies,~~with ~~which could rapidly decrease~~ the ~~price~~customer of● ~~cryptocurrencies~~Step ~~such~~2: asIdentify ~~Bitcoin. Alternatively,~~the asperformance anobligations ~~emerging~~in ~~asset~~the ~~class~~contract ~~with~~● ~~limited~~Step ~~acceptance~~3: asDetermine athe ~~payment~~transaction ~~system~~price or● ~~commodity,~~Step ~~global~~4: ~~crises~~Allocate ~~and~~the ~~general~~transaction ~~economic downturn~~price ~~may~~to ~~discourage~~the ~~investment~~performance obligations in ~~cryptocurrencies~~the ascontract ~~investors~~● ~~focus~~Step ~~their~~5: ~~investment~~Recognize onrevenue ~~less~~when ~~volatile~~the ~~asset~~Company ~~classes~~satisfies as a ~~means of~~performance ~~hedging their investment risk.~~obligation

AsIn anorder ~~alternative~~ to ~~fiat~~identify ~~currencies~~the ~~that~~performance ~~are~~obligations ~~backed~~in bya ~~central~~contract ~~governments~~with a customer, ~~cryptocurrencies~~a ~~such~~company asmust ~~Bitcoin,~~assess ~~which~~the ~~are~~promised ~~relatively~~goods ~~new, are~~or ~~subject~~services toin the ~~supply~~contract and ~~demand~~identify ~~forces~~each ~~based~~promised ~~upon~~good ~~the~~or ~~desirability~~service ofthat anis ~~alternative,~~distinct. ~~decentralized~~A ~~means~~performance obligation meets ASC 606’s definition of a ~~buying~~“distinct” ~~and~~good ~~selling~~or service (or bundle of goods ~~and~~ or services,) ~~and~~if itboth isof ~~unclear~~the ~~how~~following ~~such~~criteria ~~supply~~are ~~and~~met: ~~demand~~The ~~will~~customer becan benefit ~~impacted~~from bythe ~~geopolitical~~good ~~events.~~or ~~Nevertheless,~~service ~~political~~either on its own or ~~economic crises~~together ~~may~~with ~~motivate~~other ~~large-scale~~resources ~~acquisitions~~that are readily available to the customer (i.e., the good or ~~sales~~service is capable of ~~cryptocurrencies~~being ~~either~~distinct), ~~globally~~and the entity’s promise to transfer the good or ~~locally.~~service ~~Large-scale~~to ~~sales~~the ofcustomer ~~cryptocurrencies~~is ~~would~~separately ~~result~~identifiable infrom aother ~~reduction~~promises in ~~digital~~the ~~asset~~contract ~~values~~(i.e., ~~and~~the ~~could~~promise ~~adversely~~to ~~affect~~transfer anthe ~~investment~~good inor usservice is distinct within the context of the contract).

~~The decentralized~~If ~~nature~~a ofgood ~~cryptocurrency~~or ~~systems~~service ~~may~~is ~~lead~~not todistinct, ~~slow~~the good or ~~inadequate~~service ~~responses~~is tocombined ~~crises,~~with ~~which~~other ~~may~~promised ~~negatively~~goods ~~affect~~or ~~our~~services ~~business~~until a bundle of goods or services is identified that is distinct.

The ~~decentralized~~transaction ~~nature~~price ofis the ~~governance~~amount of ~~cryptocurrency~~consideration ~~systems~~to ~~may~~which ~~lead~~an entity expects to ~~ineffective~~be ~~decision~~entitled ~~making~~in ~~that~~exchange ~~slows~~for ~~development~~transferring orpromised ~~prevents~~goods aor ~~network~~services ~~from~~to ~~overcoming~~a ~~emergent obstacles~~customer. ~~Governance~~The ofconsideration ~~many~~promised ~~cryptocurrency~~in ~~systems~~a iscontract bywith ~~voluntary~~a ~~consensus~~customer ~~and~~may ~~open~~include ~~competition with~~fixed noamounts, ~~clear~~variable ~~leadership~~amounts, ~~structure~~ or ~~authority~~both. When Todetermining the ~~extent~~transaction ~~lack~~price, ofan ~~clarity~~entity inmust ~~corporate~~consider ~~governance~~the effects of ~~cryptocurrency~~all ~~systems leads to ineffective decision making that slows development and growth~~ of ~~such cryptocurrencies,~~ the ~~value of our common stock may be adversely affected.~~following:

It● ~~may~~Variable beconsideration ~~illegal now,~~● orConstraining inestimates ~~the~~of ~~future,~~variable toconsideration ~~acquire,~~● ~~own,~~The ~~hold,~~existence ~~sell~~of ora ~~use~~significant ~~digital~~financing ~~assets~~component in ~~one~~the orcontract ~~more~~● ~~countries,~~Noncash ~~and~~consideration ~~ownership~~● ~~of,~~Consideration ~~holding~~payable ~~or trading in our securities may also be considered illegal and subject~~ to ~~sanction.~~a customer

AsVariable ~~digital~~consideration ~~assets~~is ~~have~~included ~~grown~~ in ~~both popularity and market size, governments around~~ the ~~world~~transaction ~~have~~price ~~reacted~~only ~~differently~~ to ~~digital~~the ~~assets; certain~~extent ~~governments~~that ~~have~~it ~~deemed~~is ~~them~~probable ~~illegal,~~that ~~and~~a ~~others~~significant ~~have~~reversal ~~allowed~~in ~~their~~the ~~use~~amount ~~and~~of cumulative ~~trade~~revenue ~~without~~recognized ~~restriction,~~will ~~while~~not inoccur ~~some~~when ~~jurisdictions, such as in~~ the ~~U.S.,~~uncertainty ~~subject~~associated towith ~~extensive,~~the ~~and~~variable inconsideration ~~some~~is ~~cases~~subsequently ~~overlapping, unclear and evolving regulatory requirements~~resolved. ~~Ongoing and future~~ ~~regulatory~~The ~~actions~~transaction ~~may~~price ~~impact~~is ~~our~~allocated ~~ability~~ to ~~continue~~each toperformance ~~operate,~~obligation ~~and~~on ~~such~~a ~~actions~~relative ~~could~~standalone ~~affect~~selling ~~our~~price ~~ability~~basis. toThe ~~continue~~transaction ~~as a going concern~~price orallocated to ~~pursue~~each ~~our~~performance ~~new~~obligation ~~strategy~~is atrecognized ~~all,~~when ~~which~~that ~~could~~performance ~~have~~obligation ais ~~material~~satisfied, ~~adverse~~at ~~effect~~a onpoint ~~our~~in ~~business,~~time ~~prospects~~ or ~~operations~~over time as appropriate.

The Company ~~emergence~~earns Bitcoin mining revenue from two primary sources: the operation of its owned miners and the operation of third-party owned miners that the Company has concluded are subject to abandonment. Historically, the Company participated in third-party operated digital asset mining pools in which it contributed computing power in exchange for a proportional share of ~~competing~~cryptocurrency ~~Blockchain~~rewards ~~platforms~~generated orby the ~~technologies~~pool. ~~may~~The ~~harm~~Company ~~our~~has ~~business~~entered into digital asset mining pools by executing contracts, as ~~presently~~amended ~~conducted~~from time to time, with the mining pool operators to provide computing power to the mining pool. The contracts are terminable at any time by either party and the Company’s enforceable right to compensation only begins when the Company provides computing power to the mining pool operator. The Company’s performance obligation under these arrangements was the continuous provision of computing power to the mining pool operator. In exchange, the Company received non-cash consideration in the form of Bitcoin representing its proportional share of the total cryptocurrency rewards earned by the mining pool during the applicable period. The Company’s share was generally based on the proportion of computing power the Company contributed to the mining pool relative to the total computing power contributed by all mining pool participants.

~~If Blockchain~~In ~~platforms~~exchange orfor ~~technologies~~providing ~~which~~computing ~~compete~~power, ~~with~~the ~~Bitcoin~~Company ~~and~~is ~~its~~entitled ~~Blockchain,~~to ~~including~~a ~~competing~~fractional ~~cryptocurrencies~~share ~~which~~of ~~our~~the ~~miners~~fixed ~~may~~cryptocurrency ~~not~~award bethe ~~able~~mining topool ~~mine,~~operator ~~such~~receives as(less ~~cryptocurrencies~~digital ~~being~~asset ~~developed~~transaction orfees ~~may~~to bethe ~~developed~~mining bypool ~~popular~~operator ~~social~~which ~~media~~are recorded ~~platforms,~~as ~~online~~a ~~retailers, or~~component ~~government~~of ~~sponsored~~cost ~~cryptocurrencies~~of revenues), ~~consumers~~for ~~may~~successfully ~~use~~adding ~~such~~a ~~alternative~~block ~~platforms~~to orthe ~~technologies~~Blockchain. IfThe ~~that~~terms ~~were~~of tothe ~~occur,~~agreement ~~we would~~provide ~~face~~that ~~difficulty~~neither ~~adapting~~party tocan ~~emergent~~dispute ~~such~~settlement ~~digital~~terms ~~ledgers,~~after ~~Blockchains,~~thirty-five ordays ~~alternative~~following ~~platforms~~settlement. orThe ~~digital~~Company’s ~~assets.~~fractional ~~This~~share ~~may adversely~~is ~~affect~~based uson bythe ~~preventing~~proportion usof ~~from~~computing ~~realizing~~power the ~~anticipated~~Company ~~profits~~contributed ~~from our investments and forcing us~~ to ~~expend~~the ~~additional~~mining ~~capital~~pool ~~in an~~operator ~~effort~~ to ~~adapt. Further, to~~ the ~~extent~~total wecomputing ~~cannot adapt, be it due to our specialized miners or otherwise, we could be forced to cease~~power ~~operations.~~contributed ~~Such~~by ~~circumstances~~all ~~would~~mining ~~have~~pool aparticipants ~~material adverse effect on our business, and~~ in ~~turn~~solving ~~investors’~~the ~~investments~~current ~~in our securities~~algorithm.

~~Cryptocurrencies face significant scaling obstacles that can lead to high fees or slow transaction settlement times.~~12

~~Cryptocurrencies~~Providing ~~face~~computing ~~significant~~power ~~scaling~~to ~~obstacles~~solve ~~that~~complex ~~can~~cryptographic ~~lead~~algorithms toin ~~high~~support ~~fees~~of orthe ~~slow~~Bitcoin ~~transaction~~Blockchain ~~settlement~~(in ~~times,~~a ~~and~~process ~~attempts~~known toas ~~increase~~“solving a block”) is an output of the ~~volume~~ Company’s ordinary activities. The provision of ~~transactions~~providing ~~may~~such ~~not~~computing bepower ~~effective~~is the only performance obligation in the Company’s agreements with mining pool operators. ~~Therefore~~The transaction consideration the Company receives, ~~scaling~~if ~~cryptocurrencies~~any, ~~will~~is benoncash ~~essential~~consideration, towhich the ~~widespread~~Company ~~acceptance~~measures ofat ~~cryptocurrencies as~~fair avalue ~~means~~on ofthe ~~payment~~date received, which ~~widespread~~is ~~acceptance~~not ismaterially different ~~necessary~~than tothe fair value at contract inception or the ~~continued~~time ~~growth~~the ~~and~~Company ~~development~~has ofearned ~~our~~the ~~business~~award from the pool the cs. ~~Many~~The ~~cryptocurrency~~consideration ~~networks~~is ~~face~~all ~~significant~~variable. ~~scaling~~Because ~~challenges,~~it ~~such~~is asnot ~~limitations~~probable onthat ~~how~~a ~~many~~significant ~~transactions~~reversal ~~can~~of ~~occur~~cumulative ~~per~~revenue ~~second.~~will ~~There~~not ~~can~~occur, bethe noconsideration ~~guarantee~~is ~~that~~constrained ~~any~~until of the ~~systems~~mining inpool ~~place~~operator orsuccessfully ~~being~~places ~~considered~~a toblock ~~increasing~~(by being the ~~scale~~first ofto ~~settlement~~solve ofan ~~cryptocurrency~~algorithm) ~~transactions~~and ~~will~~the ~~be effective,~~Company orreceives ~~how~~confirmation ~~long~~of ~~they~~the ~~will~~consideration ~~take~~it towill ~~become effective~~receive, at which ~~could~~time ~~adversely~~revenue ~~affect~~is anrecognized. ~~investment~~There is no significant financing component in ~~our~~these ~~securities~~transactions.

18Fair value of the cryptocurrency award received is determined using the quoted price of the related cryptocurrency at the time of receipt. In 2023, the FASB issued ASU 2023-08, which addresses the accounting and disclosure requirements for certain crypto assets. The new guidance requires entities to subsequently measure certain crypto assets at fair value, with changes in fair value recorded in net income in each reporting period. In addition, entities are required to provide additional disclosures about the holdings of certain crypto assets. The ASU’s amendments are effective for fiscal years beginning after December 15, 2024, including interim periods within those years. There was no specific definitive guidance under GAAP or alternative accounting framework for the accounting for cryptocurrencies recognized as revenue or held, prior to the issuance of ASU 2023-08 and management has exercised significant judgment in determining the appropriate accounting treatment for the current year. The Company evaluated the impact of ASU 2023-08 and determined that the standard did not have a material impact on its financial statements.

~~The price of cryptocurrencies~~Hosting ~~may~~Revenues be(Historical ~~affected~~and ~~by the sale of such cryptocurrencies by other vehicles investing in cryptocurrencies or tracking cryptocurrency markets.~~Comparative)

~~The~~We ~~global~~received ~~market~~revenues ~~for~~from ~~cryptocurrency~~third isparties ~~characterized~~renting bycapacity ~~supply~~at ~~constraints~~our ~~that~~facility ~~differ~~and from ~~those~~hosting ~~present~~miners inowned ~~the~~by ~~markets~~others. ~~for~~Under ~~commodities~~these orarrangements, ~~other~~the ~~assets~~Company ~~such~~provided ashosting ~~gold~~services ~~and~~that ~~silver.~~included ~~The~~supplying ~~mathematical~~electrical ~~protocols under which certain cryptocurrencies are mined permit the creation of a limited~~power, ~~predetermined~~infrastructure ~~amount of digital currency~~support, ~~while others have no limit established on total supply. Increased numbers of~~monitoring, ~~miners~~ and ~~deployed~~operational ~~mining~~maintenance ~~power~~for ~~globally~~third-party ~~will~~mining ~~likely~~equipment ~~continue~~located towithin ~~increase~~ the ~~available~~Company’s ~~supply of Bitcoin and other cryptocurrencies, which may depress their market price~~facilities. ~~Further,~~The ~~large~~Company ~~“block sales” involving significant numbers of Bitcoin following appreciation~~recognized in$58 ~~the~~and ~~market~~$179 ~~price~~from ofthese ~~Bitcoin~~sources ~~may~~during ~~also increase~~ the ~~supply~~years ofended ~~Bitcoin~~December ~~available on the market~~31, ~~which,~~2025 ~~without~~and ~~a corresponding increase in demand~~2024, ~~may cause its price to fall~~respectively. ~~Additionally,~~During to the ~~extent~~years ~~that~~ended ~~other~~December ~~vehicles investing in cryptocurrencies or tracking cryptocurrency~~31, ~~markets~~2025 ~~form~~ and ~~come~~2024, toone ~~represent~~customer aaccounted ~~significant~~for ~~proportion~~100% of ~~the~~hosting ~~demand~~revenue ~~for~~in ~~cryptocurrencies~~2025, ~~large redemptions of the securities of those vehicles~~ and ~~the~~two ~~subsequent~~customers ~~sale~~accounted offor ~~cryptocurrencies~~91% ~~by such vehicles could negatively affect cryptocurrency prices and therefore affect the value~~ of ~~the~~hosting ~~cryptocurrency~~revenue ~~inventory we hold~~in 2024. ~~Such~~After ~~events could have~~ a ~~material~~hosting ~~adverse~~agreement ~~effect on our business~~expires, ~~prospects or operations and potentially~~ the ~~value~~Company ofno ~~any~~longer ~~Bitcoin~~recognizes orhosting ~~other~~revenue ~~cryptocurrencies~~for wethe ~~mine~~related miners.

~~The Bitcoin we~~Gain ~~mine~~(Loss) ~~may~~on beModification/Extinguishment ~~subject~~of ~~to loss, damage, theft or restriction on access.~~Debt

~~There~~In isaccordance with ASC 470, a ~~risk~~modification or an exchange of debt instruments that ~~some~~adds or ~~all~~eliminates a conversion option that was substantive at the date of the ~~Bitcoin~~modification weor ~~mine~~exchange ~~could~~is beconsidered ~~lost~~a orsubstantive ~~stolen~~change and is measured and accounted for as extinguishment of the original instrument along with the recognition of a gain/loss. InAdditionally, ~~general~~under ASC 470, ~~cryptocurrencies~~a ~~are~~substantive ~~stored~~modification inof ~~cryptocurrency~~a debt ~~sites~~instrument ~~commonly~~is ~~referred~~deemed to ashave ~~“wallets”~~been byaccomplished ~~holders~~with ofdebt ~~cryptocurrencies~~instruments ~~which~~that ~~may~~are besubstantially ~~accessed~~different toif ~~exchange~~the apresent ~~holder’s~~value of the cash ~~cryptocurrency~~flows ~~assets.~~under ~~Access~~the toterms ~~our~~of ~~Bitcoin~~the ~~could~~new ~~also~~debt beinstrument ~~restricted~~is byat ~~cybercrime~~least ~~(such~~10 aspercent adifferent ~~denial~~from the present value of ~~service~~the ~~attack)~~remaining cash flows under the terms of the original instrument. ~~While~~A wesubstantive ~~take~~modification is accounted for as an extinguishment of the original instrument ~~steps~~along towith ~~attempt~~the torecognition ~~secure~~of a gain/loss. For the ~~Bitcoin~~year weended ~~hold~~December 31, ~~there~~2024 ~~can~~the beCompany norecorded ~~assurance~~a ~~our~~gain ~~efforts~~of to$15 ~~protect~~from ~~our~~the ~~digital~~settlement of ~~assets~~debt ~~will~~and beextinguishment ~~successful~~of convertible debt as non-operating income in the statements of operations.

~~Hackers~~The orCompany ~~malicious~~reviewed ~~actors~~the ~~may~~2025 ~~launch~~Note ~~attacks~~restructuring totransaction ~~steal,~~under ~~compromise~~ASC or470-50 ~~secure~~and ~~cryptocurrencies,~~concluded ~~such~~that asthe byrevised ~~attacking~~terms ~~the~~do ~~cryptocurrency~~not ~~network source~~constitute ~~code,~~a ~~exchange~~substantial modification. ~~miners~~Accordingly, ~~third-party~~the ~~platforms,~~transaction ~~cold~~is ~~and~~accounted ~~hot~~for ~~storage~~as ~~locations~~a ormodification ~~software,~~of orthe byexisting ~~other~~November ~~means~~2024 Note. ~~Any~~The value of ~~these~~the ~~events~~equity ~~may~~in ~~adversely~~the ~~affect~~transaction ~~our~~was ~~operations~~$50 and, ~~consequently,~~recorded ~~our~~as ~~ability~~a todebt ~~generate~~discount ~~revenue~~in ~~and~~accordance ~~become~~with ~~profitable~~ASC 470. The ~~loss~~conversion orfeature ~~destruction of~~added aby ~~private~~the ~~key~~modification was ~~required~~determined to ~~access~~be ~~our~~non-substantive ~~digital~~under ~~wallets~~ASC ~~may~~470. beNo ~~irreversible~~gain ~~and~~or weloss ~~may~~was berecognized ~~denied~~as ~~access~~a ~~for~~result ~~all~~of ~~time~~the tomodification. ~~our~~The ~~Bitcoin~~note ~~holdings.~~continues ~~Our~~to ~~loss~~be ofcarried ~~access~~at toits ~~our~~previous ~~private~~amortized ~~keys~~cost orbasis, ~~our~~adjusted ~~experience~~for the $50 debt discount, which will be amortized over the remaining term of athe ~~data~~note. ~~loss~~For ~~relating~~the toyear ~~our~~ended ~~digital~~December ~~wallets~~31, ~~could~~2025, ~~adversely~~the ~~affect~~Company ~~our~~recorded ~~business~~$6 in accretion of debt discount.

~~Cryptocurrencies~~Fair ~~are~~Value ~~controllable~~Measurements ~~only by the possessor of both the unique public~~ and private keys relating to the local or online digital wallet in which they are held, which wallet’s public key or address is reflected in the network’s public Blockchain. We are required to publish the public key relating to digital wallets in use when we verify the receipt of transfers and disseminate such information into the network, but we will need to safeguard the private keys relating to such digital wallets. To the extent such private keys are lost, destroyed or otherwise compromised, we will be unable to access our Bitcoin rewards and such private keys may not be capable of being restored by any network. Any loss of private keys relating to digital wallets used to store our mined Bitcoin could have a material adverse effect on our results of operations and ability to continue as a going concern, which could have a material adverse effect on our business, prospects or operations and potentially the value of any Bitcoin we mine.Disclosures

~~Incorrect~~ASC 820 “Fair Value Measurements and Disclosures” provides the framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or ~~fraudulent~~liabilities (Level 1 measurements) and the lowest priority ~~cryptocurrency~~to ~~transactions~~unobservable ~~may~~inputs be(Level ~~irreversible~~3 measurements).

~~Cryptocurrency~~Fair ~~transactions~~value ~~are~~is ~~irrevocable~~defined ~~and stolen or incorrectly transferred cryptocurrencies may be irretrievable. As a result, any incorrectly executed or fraudulent cryptocurrency transactions, such~~ as ~~a result of a cybersecurity breach against our Bitcoin holdings, could adversely affect our investments and assets. This is because cryptocurrency transactions are not, from~~ an ~~administrative~~exit ~~perspective~~price, ~~reversible without~~representing the ~~consent~~amount ~~and~~that ~~active~~would ~~participation~~be ofreceived upon the ~~recipient~~sale of ~~the~~an ~~cryptocurrencies~~asset ~~from~~or ~~the~~payment ~~transaction.~~to ~~Once~~transfer a ~~transaction has been~~ ~~verified~~liability ~~and recorded~~ in aan ~~block~~orderly ~~that~~transaction isbetween ~~added~~market toparticipants. aFair ~~Blockchain,~~value anis ~~incorrect transfer of~~ a ~~cryptocurrency~~market-based ormeasurement athat ~~theft~~is ~~thereof~~determined ~~generally will~~based ~~not be reversible and we may not have sufficient recourse to recover our losses from any such transfer or theft. Further, it is~~on ~~possible~~assumptions that, ~~through~~market ~~computer~~participants orwould ~~human~~use ~~error, or through theft or criminal action, our cryptocurrency rewards could be transferred~~ in ~~incorrect~~pricing ~~amounts~~an orasset ~~to unauthorized third parties,~~ or ~~to uncontrolled accounts~~liability. IfA anthree-tier ~~errant~~fair orvalue ~~fraudulent~~hierarchy ~~transaction~~is inused ~~our Bitcoin were~~ to ~~occur, we would have very limited means of seeking to reverse~~ prioritize the ~~transaction~~inputs orin ~~seek~~measuring ~~recourse.~~fair Tovalue ~~the~~as ~~extent that we are unable to recover our losses from such action, error or theft, such events could have a material adverse effect on our business.~~follows:

19● Level 1 Quoted prices in active markets for identical assets or liabilities. ● Level 2 Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable, either directly or indirectly. ● Level 3 Significant unobservable inputs that cannot be corroborated by market data.

~~Security~~The Company ~~threats~~had tono usLevel ~~could~~3 ~~result~~financial ~~in a~~instruments ~~loss~~outstanding ofat ~~Company’s~~December ~~Bitcoin~~31, ~~holdings~~2025 or 2024.

~~Security breaches, computer~~Recent ~~malware~~accounting and computer hacking attacks have been a prevalent concern in the Bitcoin exchange market since the launch of the Bitcoin network. Any security breach caused by hacking, which involves efforts to gain unauthorized access to information or systems, or to cause intentional malfunctions or loss or corruption of data, software, hardware or other computer equipment, and the inadvertent transmission of computer viruses, could harm our business operations or result in loss of our Bitcoin and lost revenue. Furthermore, we believe that to the extent we hold greater amounts of Bitcoin, we may become a more appealing target for security threats such as hackers and malware.pronouncements

~~The security system and operational~~Note ~~infrastructure~~3 ~~may be breached due~~ to ~~the actions of outside parties, error or malfeasance of an employee of ours, or otherwise, and, as a result, an unauthorized party may obtain access to~~ our, ~~private~~audited ~~keys,~~financial ~~data~~statements orappearing ~~Bitcoins.~~elsewhere ~~Additionally, outside parties may attempt to fraudulently induce employees of ours to disclose sensitive information~~ in ~~order~~this toreport ~~gain~~includes ~~access~~Recent toAccounting ~~our infrastructure~~Pronouncements. As the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently, or may be designed to remain dormant until a predetermined event and often are not recognized until launched against a target, we may be unable to anticipate these techniques or implement adequate preventative measures. If an actual or perceived breach of our security system occurs, the market perception of the effectiveness of our security system could be harmed, which could adversely affect an investment in us. In the event of a security breach, we may be forced to cease operations, or suffer a reduction in our digital assets, the occurrence of each of which could adversely affect an investment in us.

If a malicious actor or botnet obtains control of more than 50% of the processing power on a cryptocurrency network, such actor or botnet could manipulate Blockchains to adversely affect us, which would adversely affect an investment in us or our ability to operate.13

IfResults ~~a malicious actor or botnet (a volunteer or hacked collection~~ of computers controlled by networked software coordinating the actions of the computers) obtains a majority of the processing power dedicated to mining a cryptocurrency, it may be able to alter Blockchains on which transactions of cryptocurrency reside and rely by constructing fraudulent blocks or preventing certain transactions from completing in a timely manner, or at all. The malicious actor or botnet could control, exclude or modify the ordering of transactions, though it could not generate new units or transactions using such control. The malicious actor could “double-spend” its own cryptocurrency (i.e., spend the same Bitcoin in more than one transaction) and prevent the confirmation of other users’ transactions for as long as it maintained control. To the extent that such malicious actor or botnet does not yield its control of the processing power on the network or the cryptocurrency community does not reject the fraudulent blocks as malicious, reversing any changes made to Blockchains may not be possible. The foregoing description is not the only means by which the entirety of Blockchains or cryptocurrencies may be compromised but is only an example.operations

~~Although~~Years ~~there~~ended ~~are~~December ~~no known reports of malicious activity or control of Blockchains achieved through controlling over 50% of the processing power on the network~~31, it2025 is believed that certain mining pools may have exceeded the 50% threshold in Bitcoin. The possible crossing of the 50% threshold indicates a greater risk that a single mining pool could exert authority over the validation of Bitcoin transactions. To the extent that the Bitcoin community, and the administrators of mining pools, do not act to ensure greater decentralization of Bitcoin mining processing power, the feasibility of a botnet or malicious actor obtaining control of the Blockchain’s processing power will increase, because such botnet or malicious actor could more readily infiltrate and seize control over the Blockchain by compromising a single mining pool, if the mining pool compromises more than 50% of the mining power on the Blockchain, than it could if the mining pool had a smaller share of the Blockchain’s total hashing power. Conversely, if the Blockchain remains decentralized it is inherently more difficult for the botnet or malicious actor to aggregate enough processing power to gain control of the Blockchain. If this were to occur, the public may lose confidence in the Bitcoin Blockchain, and Blockchain technology more generally. This would likely have a material and adverse effect on the price of Bitcoin, which could have a material adverse effect on our business, financial results and operations, and harm investors.2024

20Revenues

~~If the Bitcoin~~Our ~~rewards~~revenues for ~~solving~~the ~~blocks~~year ~~are~~ended ~~not~~December ~~sufficiently high~~31, ~~miners~~2025 ~~may~~decreased ~~not~~by ~~have~~$235, ~~adequate~~or ~~incentive~~73%, to ~~continue~~$87 ~~mining~~as ~~and~~compared ~~may~~to ~~cease~~$322 ~~mining operations,~~for ~~which may make~~ the ~~Blockchains~~year ~~they~~ended ~~support~~December ~~with~~31, ~~their mining activity less stable~~2024.

AsOur ~~the~~revenue ~~number~~was ofderived from cryptocurrency ~~rewards~~mining ~~awarded~~which ~~for~~totaled ~~solving~~$29 aduring ~~block~~2025. The decrease in arevenue ~~Blockchain~~compared ~~decreases,~~to the ~~relative~~prior ~~cost~~year ~~of producing a single cryptocurrency~~reflects ~~will~~lower ~~also~~Bitcoin ~~increase~~production, ~~unless~~resulting ~~there~~from is a ~~corresponding~~reduction ~~increase~~ in ~~demand~~mining activity for ~~that~~a ~~cryptocurrency.~~significant ~~Even~~portion ~~relatively~~of ~~stable~~the ~~demand~~year. ~~may~~For ~~not be sufficient to support~~ the ~~costs~~year ofended ~~mining~~December 31, ~~because as new miners begin working to solve blocks~~2024, ~~the~~approximately ~~relative~~62% ~~amount~~ of ~~energy~~our ~~expended to~~mining ~~obtain~~revenue awas ~~cryptocurrency~~from ~~award~~abandoned ~~will tend to increase~~equipment. ~~This~~We ~~increased~~also ~~energy~~receive ~~directly~~revenues ~~relates~~from tothird anparties ~~increased~~renting ~~cost of mining, which~~capacity ~~means~~at anour ~~increased~~facility ~~cost~~and offrom ~~obtaining~~hosting aminers ~~cryptocurrency~~owned ~~award~~by others. ~~This~~The ~~increased~~Company ~~cost,~~recognized if$58 ~~not~~and ~~met~~$179 ~~with~~from athese ~~corresponding~~sources ~~increase~~during in the ~~market~~years ended ~~price~~December ~~for the cryptocurrency resulting from increased scarcity and demand~~31, ~~may~~2025 ~~lead miners, such as us, to conclude they do not have an adequate incentive to continue mining~~ and, ~~therefore~~2024, ~~may cease their mining operations~~respectively. ~~This~~The ~~could~~decrease in ~~turn~~hosting ~~reduce~~services ~~the~~revenue ~~sustainability of~~reflects the ~~Bitcoin~~expiration ~~Blockchain,~~of ~~which is dependent upon continued mining to solve~~ the ~~block~~Company’s ~~algorithms~~only customer ~~and~~lease ~~process transactions~~ in ~~Bitcoin.~~ IfMarch ~~this were to occur~~2025, ~~this~~as ~~could~~well ~~have~~as a ~~material~~reduction ~~adverse~~in ~~effect~~hosting oncustomers ~~our~~and ~~business,~~billings ~~financial~~compared ~~results~~to ~~and~~the ~~operations~~prior year.

~~Cryptocurrencies, including those maintained~~Operating ~~by or for us, may be exposed to cybersecurity threats and hacks.~~Expenses

AsOperating ~~with~~expenses ~~any~~for ~~computer~~the ~~code~~year ~~generally,~~ended ~~flaws~~December in31, ~~cryptocurrency~~2025 ~~codes~~decreased ~~may be exposed~~ by ~~malicious actors. Several errors and defects have been found previously~~$562, ~~including those that disabled some functionality for users and exposed users’ information. Exploitations of flaws in the source code that allow malicious actors to take~~ or ~~create~~39%, ~~money have previously occurred. Despite our efforts and processes~~ to ~~prevent~~ ~~breaches,~~$884 ~~our devices,~~ as ~~well~~compared asto ~~our miners~~$1,446 ~~computer~~for ~~systems~~the ~~and~~year ~~those~~ended ofDecember ~~third parties that we use in our operations~~31, ~~are~~ ~~vulnerable~~2024. toThe ~~cyber~~decrease ~~security~~in ~~risks,~~operating ~~including~~expenses ~~cyber-attacks~~was ~~such~~comprised asof ~~viruses~~a ~~and~~decrease ~~worms,~~in ~~phishing~~cost ~~attacks, denial-~~of~~-service~~ ~~attacks,~~revenues ~~physical or~~of ~~electronic~~$306 ~~break-ins, employee theft or misuse,~~ and ~~similar~~decrease ~~disruptions~~in ~~from~~general ~~unauthorized tampering with our miners~~ and ~~computer systems~~administrative orexpenses ~~those~~ of ~~third parties that we use in our operations~~$256. ~~Such events could have a material adverse effect on our business, prospects or operations and potentially the value of any Bitcoin or other cryptocurrencies we mine.~~

WeThe decrease ~~have~~in ancost ~~evolving~~of ~~business~~revenues ~~model~~of $306, or 77% to $89 as compared to $395 for the year ended December 31, 2024, was primarily due to a ~~which~~decrease isin ~~subject~~electricity costs of $154 and depreciation of $156. The decrease in general and administrative expenses of $256, or 24% to $795 ~~various~~as ~~uncertainties~~compared to $1,051 for the year ended December 31, 2024, was primarily due to a decrease in legal, consulting and payroll expenses.

AsOther ~~cryptocurrency~~Income ~~assets~~ and Blockchain technologies become more widely available, we expect the services and products associated with them to evolve. An example of this is our decision to lease space for a third party cryptocurrency miner to utilize. In order to stay current with the industry, our business model may need to evolve further as well. From time to time, we may modify aspects of our business model relating to our strategy. We cannot offer any assurance that these or any other modifications will be successful or will not result in harm to our business. We may not be able to manage growth effectively, which could damage our reputation, limit our growth and negatively affect our operating results. Further, we cannot provide any assurance that we will successfully identify all emerging trends and growth opportunities in this business sector and we may lose out on those opportunities. Such circumstances could have a material adverse effect on our business, prospects or operations.Expense

~~Risks~~For the ~~Related~~year toended ~~Governmental~~December ~~Regulation~~31, 2025, non–operating income of $578 primarily consisted of a gain on sale of property and equipment of $676, and ~~Enforcement~~other income of $51, partially offset by interest expense of $149.

~~Regulatory changes~~For orthe ~~actions~~year ~~may~~ended ~~alter~~December ~~the~~31, ~~nature~~2024, non–operating income of an$6,645 ~~investment~~primarily inconsisted usof ora ~~restrict~~gain from the ~~use~~settlement of ~~cryptocurrencies~~debt, inderivative and awarrant ~~manner~~liabilities ~~that~~of ~~adversely~~$7,141, ~~affects~~and ~~our business~~other income of $6, ~~prospects~~partially oroffset ~~operations~~by interest expense of $303 and accretion of debt discount of $199.

AsLiquidity ~~cryptocurrencies have grown in both popularity~~ and ~~market~~capital size, governments around the world have reacted differently to cryptocurrencies; certain governments have deemed them illegal, and others have allowed their use and trade with no or minimal restriction, while in some jurisdictions, such as in the U.S., cryptocurrencies are subject to extensive, and in some cases overlapping, unclear and evolving regulatory requirements. Ongoing and future regulatory actions could have a material adverse effect on our business, prospects or operations.resources

21Sources of Liquidity

~~Because cryptocurrencies~~We ~~may~~have behistorically ~~determined~~financed toour bebusiness ~~securities,~~through ~~we may become subject to~~ the ~~Investment~~sale ~~Company Act~~ of ~~1940~~debt and beequity ~~subject to comprehensive regulatory requirements that we would likely be unable to afford~~interests.

~~While~~On weNovember do1, ~~not~~2024, ~~believe~~the ~~that~~Company wecompleted ~~are~~a ~~primarily~~comprehensive ~~engaged~~debt inrestructuring (the ~~business~~“Project ofNickel ~~investing,~~Transaction”) ~~reinvesting,~~that orconsolidated prior ~~trading~~convertible ininstruments ~~securities,~~and ~~nor~~short-term doloans weinto ~~hold~~new ~~ourselves out~~non-convertible asnotes. ~~being~~As ~~engaged~~part inof ~~those~~this ~~activities~~transaction, wethe ~~may~~Company ~~become~~issued ~~subject~~(i) a tonew ~~the~~promissory ~~Investment~~note ~~Company~~with ~~Act~~a principal balance of ~~1940~~$1,620, ~~(the~~bearing ~~“1940~~interest ~~Act”)~~at ~~based on~~8% ~~our~~per ~~Bitcoin~~annum ~~holdings.~~and ~~Under~~maturing ~~the~~December ~~1940~~31, ~~Act~~2025, anand ~~entity~~(ii) ~~may~~a new benon-convertible ~~deemed~~promissory tonote bewith ana ~~investment~~principal ~~company~~balance ifof ~~the~~$240, ~~value~~bearing ofinterest ~~its~~at ~~investment~~8% ~~securities is~~per ~~more~~annum ~~than~~and ~~40%~~maturing ofDecember ~~its~~31, ~~total~~2025. The ~~assets~~restructuring ~~(exclusive~~also ofeliminated ~~government~~all ~~securities~~previously outstanding derivative liabilities and ~~cash~~preferred ~~items)~~stock, onsimplifying anthe ~~unconsolidated~~Company’s capital ~~basis~~structure.

AsOn aMarch ~~result~~15, of2025, ~~our~~the ~~Bitcoin~~Company’s ~~holdings~~lease ~~resulting~~with ~~from~~its ~~our~~primary ~~mining~~hosting ~~activities~~customer expired, toand the ~~extent~~Company ~~Bitcoin~~discontinued orits ~~another~~own ~~cryptocurrency we may hold is~~self-mining ~~determined~~operations byat the ~~SEC or a state legislator to be a security~~LaFayette, ~~our~~Georgia ~~holdings~~facility. ~~could~~The ~~exceed~~related ~~40%~~lease ofand ~~our~~partnership ~~total~~arrangements ~~assets~~ceased, ~~such~~and ~~that~~the weCompany’s ~~may trigger~~remaining ~~the~~self-mining ~~threshold~~equipment ~~described~~was ~~above~~placed ~~and~~in ~~become~~storage anpending ~~inadvertent~~evaluation ~~investment~~of ~~company~~redeployment ~~unless we can rely an applicable exemption~~alternatives.

~~Classification~~On asMay an13, ~~investment~~2025, ~~company~~the ~~under~~Company completed the ~~1940~~sale ~~Act~~of ~~requires~~its ~~registration~~cryptocurrency ~~with~~mining ~~the~~and ~~SEC.~~hosting ~~Such~~facility ~~registration~~located isin ~~time consuming~~LaFayette, ~~expensive~~Georgia ~~and~~to ~~restrictive~~CSRE ~~and~~Properties ~~would~~LLC ~~require~~for a$1,350. ~~substantial~~The ~~and~~sale ~~onerous~~included ~~restructuring~~all ofstructures, ~~our operations~~containers, and weelectrical ~~would~~infrastructure beassociated ~~very~~with ~~constrained~~prior inhosting and ~~the~~mining ~~kind~~operations. ofThe ~~business we~~Company ~~could~~used do$662 asof athe ~~registered~~proceeds ~~investment~~to ~~company.~~repay ~~Further,~~principal weand ~~would~~accrued ~~become~~interest ~~subject~~on toits ~~substantial~~outstanding ~~regulation~~debt. ~~concerning~~The ~~management, operations,~~transaction ~~transactions~~generated ~~with~~a ~~affiliated~~$676 ~~persons~~gain ~~and~~on ~~portfolio~~sale. ~~composition,~~The ~~and~~sale ~~would~~of ~~need~~the toLaFayette ~~file~~facility ~~reports~~provided ~~under~~critical ~~the~~liquidity ~~1940~~used ~~Act~~primarily ~~regime.~~to ~~The~~reduce ~~cost~~outstanding ofindebtedness ~~such~~and ~~compliance~~stabilize ~~would result in~~ the Company’s ~~incurring~~financial ~~substantial~~position. ~~additional~~Management ~~expenses,~~determined ~~and~~that ~~such~~the ~~costs~~disposal orwas ~~the~~a ~~failure~~liquidity-driven toevent ~~register~~and ifnot ~~required~~indicative ~~would~~of ~~have~~ a ~~materially~~strategic ~~adverse~~change ~~impact~~in onbusiness ~~our~~direction ~~operations~~as contemplated by ASC 205-20.

~~Despite~~On ~~regulatory~~September ~~developments in this field~~22, ~~some ambiguity persists~~2025, as the ~~identification~~Company ofentered ~~crypto~~into ~~assets~~a asnote ~~securities~~exchange ortransaction ~~otherwise~~with ~~can be~~our asecured ~~complex matter~~lender. ~~Notably,~~As part of the ~~SEC~~transaction, ~~has~~we ~~identified~~issued a ~~certain~~new ~~crypto~~secured ~~assets~~convertible aspromissory ~~securities~~note in the ~~context~~principal amount of ~~ongoing~~$1,220 ~~legal~~with ~~actions~~a ~~involving industry~~maturity ~~participants,~~date ~~such~~of asDecember ~~those involving Ripple~~31, ~~Coinbase~~2027, ~~and~~in ~~Binance.~~exchange ~~The potential~~ for the surrender and ~~resolutions~~cancellation of ~~ongoing~~our ~~enforcement actions~~prior ~~and~~secured ~~legal~~note ~~proceedings~~that ~~are~~was ~~still~~originally ~~pending,~~scheduled ~~potentially~~to ~~leaving~~mature ~~room~~on ~~for~~December ~~further~~31, ~~clarification~~2025. toWe bealso ~~sought regarding uncertainties~~issued on500,000,000 ~~the~~shares ~~regulatory treatment~~ of ~~specific~~common ~~crypto~~stock ~~assets,~~as ~~and~~additional ~~government~~consideration ~~agencies’~~to ~~actions~~the ~~have~~lender. ~~demonstrated~~The aCompany ~~general~~accounted ~~skepticism and~~for ~~distrust~~this oftransaction ~~certain~~as ~~elements~~a modification of the ~~industry~~existing ~~and~~secured ~~those~~note ~~who~~rather ~~operate~~than ~~within~~an ~~it.~~extinguishment ~~Moreover,~~under ~~based~~ASC ~~upon~~470-50; ~~decided~~no ~~federal~~gain ~~court~~or ~~cases,~~loss ~~it appears~~was ~~that~~recognized. ~~the~~This ~~federal~~transaction ~~courts~~extended our ofsecured ~~appeals,~~debt ~~and~~maturity ~~possibly~~by ~~the~~approximately ~~U.S.~~two ~~Supreme Court~~years, ~~may~~providing ~~ultimately~~additional ~~settle~~time ~~unresolved~~to ~~legal~~execute ~~issues~~our ~~with~~operational ~~respect~~plans and reducing short-term toliquidity ~~the~~pressure. ~~identification~~No ofcash ~~certain~~was ~~crypto~~used ~~assets~~to ascomplete ~~securities~~the transaction.

~~Similarly,~~On inSeptember ~~March~~23, ~~2023~~2025, ~~the~~we ~~New~~issued ~~York~~shares ~~Attorney~~of ~~General~~our ~~became~~common ~~the~~stock ~~first~~to ~~U.S.~~a ~~regulator~~director, toour ~~claim~~Interim inCEO ~~court~~& ~~that Ethereum~~CFO, ~~one~~and ofan ~~the~~employee. ~~major~~These ~~cryptocurrencies,~~issuances reduced isaccrued aliabilities ~~security~~and resulted in ~~its~~non-cash ~~lawsuit~~compensation ~~against~~expense ~~KuCoin,~~where applicable. Because our common stock carries a ~~crypto~~par ~~asset~~value ~~exchange~~of $0.001, the Ifpar-value werequirement ~~become~~resulted ~~subject~~in tocorresponding ~~regulatory~~adjustments ~~scrutiny~~to oradditional ~~enforcement~~paid-in ~~actions by~~capital. ~~securities~~These ~~regulators~~equity byissuances ~~virtue~~did ofnot ~~our~~require the ~~involvement~~use ~~with~~of ~~cryptocurrencies,~~cash itand ~~could~~increased ~~result~~total instockholders’ ~~expensive~~equity. ~~litigation~~These ~~and~~equity ~~penalties~~grants ~~and cessation~~did ofnot ~~the~~impact ~~allegedly~~our ~~noncompliant~~cash ~~operations~~position, ~~which~~as ~~would~~the ~~materially~~obligations were ~~adversely~~satisfied ~~harm~~through ~~us,~~the ~~including~~issuance ~~due~~of tocommon ~~our~~stock. ~~recent~~The ~~shift~~settlement of ~~focus to~~the ~~our~~director’s ~~non-custodial~~accrued ~~staking-as-a-service~~fees ~~business~~reduced current liabilities, and the ~~costs~~compensation-related ~~and~~grants ~~efforts~~resulted ~~deployed~~in ~~towards~~non-cash ~~its~~expenses ~~development.~~recorded ~~These~~during orthe ~~additional~~period. ~~developments that~~We ~~may~~continue ~~arise~~to ~~underscore~~evaluate the ~~risks~~use inof ~~our~~equity-based arrangements, ~~business~~where appropriate, ~~particularly~~to ~~our~~conserve ~~reliance~~cash onwhile ~~and~~aligning ~~involvement~~compensation with ~~Bitcoin~~Company performance and service requirements.

~~Current interpretations~~On ~~require~~December ~~the~~23, ~~regulation~~2025, ofwe ~~Bitcoin~~initiated a common stock offering to raise up to $1,000 at $0.001 per share from accredited investors. The offering is exempt from registration under ~~the~~Section ~~CEA~~4(a)(2) byof the ~~CFTC~~Securities Act of 1933, as amended, and weRule ~~may~~506(b) beof ~~required~~Regulation toD ~~register~~thereunder. At December 31, 2025, we had raised $300 and ~~comply~~issued ~~with~~300,000,000 ~~such~~shares ~~regulations~~of common stock. ~~Any disruption~~The ofoffering ~~our~~closed ~~operations~~on inJanuary ~~response~~29, to2026 with the ~~changed~~company ~~regulatory~~raising ~~circumstances~~$675 ~~may~~and beissuing at a ~~time~~total ~~that~~of is675,000,000 ~~disadvantageous~~common ~~to investors~~shares.

Current and future legislation, the Commodity Futures Trading Commission (the “CFTC”) and other regulatory developments, including interpretations released by a regulatory authority, may impact the manner in which Bitcoin and other cryptocurrencies are treated for classification and clearing purposes. In particular, derivatives on these assets are not excluded from the definition of “commodity future” by the CFTC. We cannot be certain as to how future regulatory developments will impact the treatment of Bitcoin and other cryptocurrencies under the law.14

~~Bitcoins~~Going have been deemed to fall within the definition of a commodity and, we may be required to register and comply with additional regulation under the Commodity Exchange Act (“CEA”), including additional periodic report and disclosure standards and requirements. Moreover, we may be required to register as a commodity pool operator and to register us as a commodity pool with the CFTC through the National Futures Association. Such additional registrations may result in extraordinary, non-recurring expenses, thereby materially and adversely impacting an investment in us. If we determine not to comply with such additional regulatory and registration requirements, we may seek to cease certain of our operations. Any such action may adversely affect an investment in us.Concern

22The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred operating losses since inception and continues to generate losses from operations. For the year ended December 31, 2025, the Company had a net loss of $219 and cash used in operating activities of $991. As of December 31, 2025, the Company had an accumulated deficit of $426,737, cash and cash equivalents of $103, and our working capital deficit was $1,105. Following the cessation of digital-asset mining operations in March 2025 and the sale of the LaFayette, Georgia facility in May 2025, the Company currently does not have active revenue-generating operations.

~~Our interactions~~These ~~with~~factors, among others, raise substantial doubt about the Company’s ability to continue as a ~~Blockchain~~going ~~may~~concern ~~expose~~for usa period of at least one year from the date of the issuance of the financial statements included in this report. Management’s plans to ~~SDN~~mitigate orthese conditions ~~blocked~~include ~~persons~~continuing to raise capital through debt and equity issuances and pursuing strategic initiatives, including potential business combinations or ~~cause~~partnerships. usHowever, there can be no assurance that the Company will be able to ~~violate~~raise ~~provisions~~additional capital or execute these plans on acceptable terms, if at all. Since January 2023, we have raised approximately $2,675 through convertible notes, the sale of ~~law~~equity ~~that~~and ~~did~~warrants, ~~not~~proceeds ~~contemplate~~from ~~distributed~~asset sales, and related-party financing. Management also implemented certain modifications ~~ledger~~to ~~technology~~simplify our capital structure and extend debt maturities to provide additional near-term financial and strategic flexibility.

The ~~Office~~financial ofstatements ~~Financial~~do ~~Assets Control (“OFAC”) of the U.S. Department of Treasury requires us to comply with its sanction program and~~ not ~~conduct~~include ~~business~~any ~~with~~adjustments ~~persons~~that ~~named~~might onresult ~~its~~from ~~specially designated nationals (“SDN”) list. However, because of~~ the ~~pseudonymous nature~~outcome of ~~Blockchain~~this ~~transactions~~uncertainty. weFor ~~may~~further ~~inadvertently~~information ~~and without our knowledge engage in transactions with persons named on OFAC’s~~regarding ~~SDN~~the ~~list. Our~~ Company’s ~~policy~~ability ~~prohibits any transactions with such SDN individuals, but we may not be adequately capable of determining the ultimate identity of the individual with whom we transact with respect~~ to ~~selling~~continue ~~cryptocurrency assets. Moreover, federal law prohibits any U.S. person from knowingly or unknowingly possessing any visual depiction commonly known~~ as ~~child~~a ~~pornography.~~going ~~Recent~~concern ~~media reports have suggested that persons have imbedded such depictions on one or more Blockchains. Because our business requires us to download~~ and ~~retain~~ ~~one~~management’s orplans, ~~more~~see ~~Blockchains~~Note ~~to effectuate our ongoing business~~2, it“Summary isof ~~possible~~Significant ~~that~~Accounting ~~such digital ledgers contain prohibited depictions~~Policies ~~without~~– ~~our~~Going ~~knowledge~~Concern ~~or consent. To the extent government enforcement authorities literally enforce these~~ and ~~other~~Management’s ~~laws and regulations that are impacted by decentralized distributed ledger technology~~Plans,” wein ~~may~~the beNotes ~~subject~~ to ~~investigation, administrative or court proceedings, and civil or criminal monetary fines and penalties, all of which could harm our reputation and affect~~ the ~~value~~Financial ~~of our common stock~~Statements.

~~Governmental action~~Common ~~against~~Stock ~~the Blockchain and Bitcoin mining may have a materially adverse effect on the industry, and could affect us if widely adopted.~~Issuances

WeOn ~~could~~July ~~become~~14, ~~subject~~2025, ~~to regulations aimed at preventing what are perceived as some of~~ the ~~negative~~Company ~~attributes~~filed ofa ~~Bitcoin~~Preliminary ~~and~~Information ~~Bitcoin mining.~~Statement ~~For example, China imposed bans~~ on ~~cryptocurrencies~~Schedule ~~and~~14C ~~related~~to ~~activities~~increase inits ~~the~~authorized ~~U.S.,~~common ~~the~~stock ~~SEC~~ and ~~other governmental authorities~~authorize ~~have~~a ~~brought~~reverse ~~legal~~stock ~~actions~~split ~~and~~within ~~taken~~a ~~other~~range ~~steps~~of ratios to ~~impose~~be ~~regulations~~determined ~~and~~by ~~enforcement proceedings affecting~~ the ~~cryptocurrency industry~~Board. ~~This~~ ~~could~~The ~~demonstrate~~Definitive ~~the~~Information ~~beginning~~Statement ofwas afiled ~~regulatory~~on ~~trend in response to concerns of overconsumption as it relates to environmental~~July ~~impact and energy conservation~~25, ~~under-regulation and risk of illicit activity~~2025, and ~~similar~~mailed ~~action in a jurisdiction in which we operate could have devastating effects~~ to ~~our~~shareholders ~~operations.~~of Ifrecord ~~further~~on ~~regulation~~August ~~follows~~7, it2025. isThe ~~possible~~amendment ~~that~~to ~~our~~the ~~industry~~Certificate ~~may~~of ~~not~~Incorporation beincreasing ~~able to~~authorized ~~adjust~~common tostock ~~a sudden and dramatic overhaul~~ to ~~our~~10 ~~ability~~billion toshares ~~deploy~~became ~~energy~~effective ~~towards~~in ~~the~~Delaware ~~operation~~on ofAugust ~~mining~~25, ~~equipment~~2025.

~~Because~~On weSeptember ~~are~~22, ~~unable~~2025, tothe ~~influence~~Company orissued ~~predict~~500,000,000 ~~future~~shares ~~regulatory~~of ~~actions~~common ~~taken~~stock byas ~~governments,~~part weof ~~may~~restructuring ~~face~~its ~~difficulty~~2024 ~~monitoring~~Notes. ~~and~~The ~~responding to~~issuance ~~rapid~~was ~~regulatory~~exempt from ~~developments~~registration ~~affecting~~under ~~Bitcoin~~Section ~~mining, which may have~~ 3(a)(9) ~~materially~~of ~~adverse~~the ~~effect~~Securities onAct ~~our~~of ~~industry and~~1933, ~~therefore, our~~as ~~business and results of operations~~amended. If(See ~~further~~Note ~~regulatory~~6- ~~action~~Notes isPayable ~~taken~~for byaccounting ~~governments in the United States or elsewhere, our business~~treatment ~~may~~under beASC ~~materially harmed~~470-50.)

WeAdditionally, on ~~are~~September ~~subject to~~22, 2025, the ~~information~~Company ~~and~~issued ~~reporting~~650,000,000 ~~requirements~~shares of ~~the~~common ~~Securities~~stock ~~Exchange~~upon ~~Act~~conversion of ~~1934~~650,000 ~~and~~shares ~~other~~of ~~federal~~Series ~~securities~~D ~~laws,~~Preferred Stock. ~~including~~The ~~compliance with~~converted ~~the~~shares ~~Sarbanes-Oxley~~represented ~~Act~~all ofoutstanding ~~2002~~Series D Preferred Stock. The issuance was exempt from registration under Section 3(a)(9) of the ~~“Sarbanes-Oxley~~Securities Act”) of 1933, as amended.

~~The~~On ~~costs~~September of23, ~~preparing~~2025, ~~and~~the ~~filing~~Company ~~annual~~issued ~~and~~(i) ~~quarterly~~100,000,000 ~~reports~~shares ~~and~~of ~~other~~common ~~information~~stock ~~with~~valued ~~the~~at ~~SEC~~$10 ~~and furnishing audited reports~~ to ~~shareholders will~~its ~~cause~~Interim ~~our~~CEO ~~expenses~~and toCFO, beJonathan ~~higher~~M. ~~than~~Pfohl, (ii) ~~they~~100,000,000 ~~would~~shares ~~have~~of ~~been~~common ifstock wevalued ~~were~~at ~~privately~~$10 ~~held.~~to Itanother ~~may~~employee, beand ~~time~~(iii) ~~consuming~~500,000,000 ~~difficult~~shares ~~and~~of ~~costly for~~common usstock to ~~develop,~~Director ~~implement~~Michael Onghai ~~and~~in ~~maintain~~exchange ~~the~~for ~~internal~~or ~~controls~~waiver ~~and~~of ~~reporting~~$56 ~~procedures~~in ~~required~~outstanding bydirector ~~the Sarbanes-Oxley Act~~fees. WeThe ~~may~~issuance ~~need to~~was ~~hire~~exempt ~~additional~~from ~~financial~~registration ~~reporting,~~under ~~internal~~Section ~~controls~~4(a)(2) of ~~and~~the ~~other~~Securities ~~finance~~Act ~~personnel~~of in1933, ~~order~~as ~~to develop and implement appropriate internal controls and reporting procedures~~amended.

~~Public~~In December 2025, the company ~~compliance~~ ~~may~~issued ~~make~~300,000,000 itshares ~~more~~of ~~difficult~~common stock to ~~attract~~accredited ~~and~~investors ~~retain~~that ~~officers~~participated in a private placement for an aggregate of $300. The issuance was exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and ~~directors~~Rule 506(b) of Regulation D thereunder.

~~The~~Debt Sarbanes-Oxley Act and rules implemented by the SEC have required changes in corporate governance practices of public companies. As a public company, we expect these rules and regulations to increase our compliance costs and make certain activities more time consuming and costly. The impact of the SEC’s July 25, 2017 report on Digital Securities (the “DAO Report”) as well as enforcement actions will increase our compliance and legal costs. As a public company, we also expect that these rules and regulations will make it more difficult and expensive for us to obtain director and officer liability insurance in the future and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. Accounting and other evolving treatment of cryptocurrencies by the SEC and others could continue to pose challenges and risks to our business, including enhanced disclosure obligations and resulting costs. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our board of directors or as executive officers, and to maintain insurance at reasonable rates, or at all.Financing

23On December 19, 2023, the Company exchanged its existing note payable new note with substantially the same terms with the exception of a maturity date of December 31, 2024 and with a conversion feature based on a 40% of the Company’s common stock in a fully diluted basis (the “December 2023 Note”). The principal balance of the December 2023 Note was $1,579, had a debt discount of $257, and bears interest at a rate of 6% per annum. On November 1, 2024, the Company exchanged the December 2023 Note for a new note with no conversion features (the “November 2024 Note”), in the principal amount of $1,620 with an annual interest rate of 8%, and a maturity date of December 31, 2025 and 750,000,000 shares of common stock. The company recorded interest expense of $72 for the year ending December 31, 2024 for this note.

~~Risks~~On November ~~Related~~20, 2023, the lender of December 2023 Notes provided the Company with a non-convertible loan in the amount of $25. The loan bears interest at an annual rate of 8% and the maturity date was November 19, 2024. On March 6, 2024, the lender of the and December 2023 Notes provided the Company with a non-convertible loan in the amount of $125. The loan bears interest at an annual rate of 8% and the maturity date is March 5, 2025. On April 30, 2024, the lender of the December 2023 Notes provided the company with a non-convertible loan in the amount of $50. The loan bears interest at an annual rate of 8% and the maturity date is April 30, 2025. On November 1, 2024, the lender consolidated and exchanged such notes, including interest owed for an aggregate outstanding balance of $242 (“New Promissory Note”). The New Promissory Note bears interest at an annual rate of 8% and the maturity date is December 31, 2025. During the year ended December 31, 2024, the Company recorded interest expense in the amount of $0.3 with respect to these loans. On May 13, 2025, the ~~Ownership~~Company used $262 of ~~Our~~the ~~Common~~cash ~~Stock~~proceeds from the sale of its LaFayette, Georgia facility to make full repayment of principal and accrued interest on the New Promissory Note. For the New Promissory Note, the Company recorded interest expense of $9 and $0 for the years ending December 31, 2025 and 2024, respectively.

~~Our~~Additionally, on ~~stock~~May ~~price~~13, 2025, the Company used $400 of the cash proceeds from the sale of its LaFayette, Georgia facility to make a partial repayment ~~may~~of beprincipal ~~volatile~~and accrued interest on the November 2024 Note. After this payment, the outstanding principal balance was $1,220. The November 2024 Note was exchanged for a new Convertible Note of equal face value in September 2025 (refer to “September 2025 Note” section disclosed below).

~~The~~On ~~market~~September ~~price~~22, of2025, ~~our~~the ~~common~~Company ~~stock~~entered isinto ~~likely~~a Secured Exchange Note Exchange Agreement with November 2024 Note holder, pursuant to bewhich the ~~highly~~parties ~~volatile~~agreed to exchange the Company’s outstanding November 2024 Note. As of the exchange date, the November 2024 Note had an outstanding principal balance of $1,220, bore interest at 8% per annum, and ~~could~~was ~~fluctuate~~scheduled ~~widely~~to mature on December 31, 2025. Under the Exchange Agreement, the holder surrendered the 2024 Note in ~~price~~exchange for (i) a new secured convertible promissory note (the “September 2025 Note”) issued in ~~response~~the toprincipal ~~various~~amount ~~factors~~of $1,220, bearing interest at 8% per annum and maturing on December 31, 2027, and (ii) ~~many~~500,000,000 shares of ~~which~~the ~~are~~Company’s ~~beyond~~common ~~our~~stock. ~~control~~The equity consideration was valued at $0.0001 per share, ~~including~~resulting in a fair value of $50 as of the ~~following:~~issuance date. The September 2025 Note is convertible into common shares at $0.001 per share. The company recorded interest expense of $27 and $0 for the years ending December 31, 2025 and 2024, respectively for this note.

● changes in our industry including changes which adversely affect Bitcoin; ● the continued volatility of the price of Bitcoin; ● our ability to obtain working capital financing; ● progress and publications of the commercial acceptance of Bitcoin and other cryptocurrencies; ● additions or departures of key personnel including our executive officers; ● sales of our common stock; ● any public announcement of entering into new agreements and terms thereof; ● conversion of our convertible notes and the subsequent sale of the underlying common stock; ● business disruptions caused by earthquakes, tornadoes or other natural disasters; ● our ability to execute our business plan; ● operating results that fall below expectations; ● loss of any strategic relationship; ● adverse regulatory developments; and ● economic and other external factors.15

InThe ~~addition~~Company reviewed the transaction under ASC 470-50 and concluded that the revised terms do not constitute a substantial modification. Accordingly, the ~~securities~~transaction ~~markets~~is ~~have~~accounted ~~from~~for ~~time-to-time~~as ~~experienced~~a ~~significant~~modification ~~price~~of the existing November 2024 Note. The value of the equity in the transaction was $50 and ~~volume~~recorded ~~fluctuations~~as ~~that~~a ~~are~~debt ~~unrelated~~discount toin accordance with ASC 470. The conversion feature added by the modification was determined to ~~operating~~be ~~performance~~non-substantive under ASC 470. No gain or loss was recognized as a result of ~~particular~~the ~~companies~~modification. ~~These~~The ~~market~~note ~~fluctuations~~continues ~~may~~to ~~also~~be ~~materially~~carried ~~and~~at its ~~adversely~~previous ~~affect~~amortized cost basis, adjusted for the ~~market~~$50 ~~price~~debt discount, which will be amortized over the remaining term of the note. For ~~our~~the ~~common~~year ~~stock~~ended December 31, 2025, the Company recorded $6 in accretion of debt discount. As aof ~~result~~December 31, ~~you~~2025, ~~may~~the becarrying ~~unable~~value of tothe ~~resell~~Note ~~your~~was ~~shares~~$1,176, atnet aof ~~desired~~unamortized ~~price~~discount of $44.

~~Economic downturns and market conditions~~Cash ~~beyond our control could adversely affect our business, financial condition and results of operations.~~Flows

We will need to raise additional capital to fund our working capital needs and business plan. Our ability to obtain financing, if and when necessary, may be impaired by such factors as the capital markets (both in general and in the particular industry in which we operate), the national and global economies and the condition of the market for microcap securities. Further, factors such as high inflation, increased central bank interest rates in response, the geopolitical conflict in Ukraine and the Middle East and potential economic downturns including the recession we may be entering combined with investor uncertainties may increase our requirements for capital, particularly if such economic downturn persists for an extended period of time, and may limit or hinder our ability to obtain the funding we require. If the amount of capital we are able to raise from financing activities, together with any revenues we may generate from future operations, is not sufficient to satisfy our capital needs, we may be required to reduce or cease our operations, divest our assets at unattractive prices or obtain financing on unattractive terms. Further, the terms of securities we issue in future capital raising transactions may be more favorable to new investors, and may include liquidation preferences, superior voting rights or the issuance of other derivative securities, which could have a further dilutive effect on or subordinate the rights of existing investors. To the extent we incur indebtedness to raise capital, the terms of such indebtedness may impose restrictive covenants or operational limitations that hinder our business, and would provide the holder(s) with a priority over our stockholders in our assets in the event of a liquidation, if convertible into shares of common stock, would also pose the risk of dilution. If any of the foregoing should happen, our stockholders could lose some or all of their investment.

	Year ended December 31,
	2025			2024
Cash provided by / (used in)
Operating activities	$	(991	)	$	(547	)
Investing activities		1,350			-
Financing activities		(262	)		545
Net increase (decrease) in cash and cash equivalents	$	97		$	(2	)

24Operating activities

WeNet cash ~~have~~used ~~not~~in ~~paid~~operating activities was $991 for the year ended December 31, 2025 as compared to $547 for the year ended December 31, 2024. ~~cash~~The ~~dividends~~amount in 2025 primarily consisted of a net loss of $219, offset by non-cash adjustments of $611 (including: depreciation expense of $39, non-cash stock-based compensation of $20, accretion of debt discount of $6, and a gain on the ~~past~~sale of property and doequipment of ~~not~~$(676), ~~expect~~and todecreased ~~pay~~by ~~dividends~~a change in ~~the~~working ~~future~~capital excluding cash of ($161). ~~Any~~The ~~return~~amount in 2024 primarily consisted of net income of $5,521 offset by non-cash adjustments of $(6,507) (including: depreciation expense of $194, interest of $211, gain on ~~investment~~settlement ~~may~~of debt beof ~~limited~~$15, towarrant ~~the~~liabilities ~~value~~and derivative liabilities of ($7,126), accretion of debt discount of $199 and decreased by a change ~~our~~in ~~common~~working ~~stock~~capital excluding cash of 441.

~~We have never paid cash dividends~~Investing on our common stock and do not anticipate doing so in the foreseeable future. The payment of dividends on our common stock will depend on earnings, financial condition and other business and economic factors affecting us at such time as our board of directors may consider relevant. If we do not pay dividends, our common stock may be less valuable because a return on your investment will only occur if our stock price appreciates.activities

~~Our~~Net cash ~~common~~provided ~~stock~~by isinvesting ~~deemed~~activities awas ~~“penny stock~~$1,”350 ~~which~~for ~~makes~~the ityear ~~more~~ended ~~difficult~~December ~~for~~31, ~~our~~2025 ~~investors~~as compared to ~~sell~~$0 ~~their~~for ~~shares~~the year ended December 31, 2024. The amount in 2025 consisted of proceeds from sale of property and equipment of $1,350.

~~Our common stock is subject~~Financing to the “penny stock” rules adopted under Section 15(g) of the Securities Exchange Act of 1934 (the “Exchange Act”). The penny stock rules generally apply to companies whose common stock trades at less than $5.00 per share, subject to specific exceptions. Such exceptions include among others any equity security listed on a national securities exchange and any equity security issued by an issuer that has (i) net tangible assets of at least $2,000, if such issuer has been in continuous operation for three years, (ii) net tangible assets of at least $5,000, if such issuer has been in continuous operation for less than three years, or (iii) average annual revenue of at least $6,000 for the last three years. The “penny stock” designation requires any broker-dealer selling these securities to disclose certain information concerning the transaction, obtain a written agreement from the purchaser and determine that the purchaser is reasonably suitable to purchase the securities. These rules limit the ability of broker-dealers to solicit purchases of our common stock and therefore reduce its liquidity.activities

~~Moreover,~~During the asyear aended ~~result~~December ~~of apparent~~31, ~~regulatory~~2025, ~~pressure~~cash ~~from~~used ~~the~~in ~~SEC~~financing ~~and~~activities ~~the~~totaled ~~Financial~~$262, ~~Industry~~which ~~Regulatory~~consisted ~~Authority,~~of a$688 ~~growing~~in ~~number~~repayments of ~~broker-dealers decline~~loans ~~to permit investors~~payable, orpartially ~~otherwise~~offset ~~make~~by it$26 ~~difficult,~~in toproceeds ~~purchase~~from ~~and~~loans ~~sell~~payable, ~~“penny~~$300 ~~stocks.”~~in ~~The~~proceeds ~~“penny~~from ~~stock”~~the ~~designation may~~sale ~~have~~of astock ~~depressive~~under ~~effect~~the ~~upon~~equity ~~our~~purchase agreement ~~common~~and ~~stock~~$100 ~~price.~~from Ifthe weissuance ~~remain~~of ~~subject~~stock tounder the ~~penny~~lease ~~stock~~agreement. ~~rules~~During ~~for~~the ~~any~~year ~~significant~~ended ~~period,~~December ~~it could have an adverse effect on the market~~31, ~~if any~~2024, ~~for~~cash ~~our~~provided ~~securities.~~by financing ~~Because~~activities ~~our~~totaled ~~common~~$545 ~~stock~~which isincludes ~~subject~~$420 tofrom the ~~penny~~issuance of stock ~~rules, investors~~under ~~will~~the ~~find~~lease itagreement ~~more~~and ~~difficult~~$125 tofrom ~~dispose~~proceeds from ofloans ~~our securities~~payable.

~~Our amended and restated certificate of~~Off–balance ~~incorporation~~sheet ~~allows for our board to create new series of preferred stock without further approval by our shareholders, which could adversely affect the rights of the holders of our common stock.~~arrangements

Our board of directors has the authority to fix and determine the relative rights and preferences of preferred stock. Our board of directors also has the authority to issue preferred stock without further shareholder approval. As ~~a result, our board of directors could authorize the issuance of a~~ ~~series~~ of ~~preferred~~December ~~stock that would grant to holders the preferred right to our assets upon liquidation~~31, ~~provide holders of the preferred anti-dilution protection~~2025, ~~the~~we ~~right~~had tono ~~receive dividend payments before dividends are distributed to the holders of common stock and the right to the redemption of the shares~~obligations, ~~together~~assets ~~with~~or aliabilities ~~premium,~~which ~~prior~~would tobe ~~the~~considered ~~redemption~~off–balance ofsheet ~~our common stock~~arrangements. ~~In addition, our board~~We ofdo ~~directors~~not ~~could~~participate ~~authorize~~in ~~the~~transactions ~~issuance of a series of preferred stock~~ that ~~has~~create ~~greater~~relationships ~~voting~~with ~~power~~unconsolidated ~~than~~entities ~~our~~or ~~common~~financial ~~stock~~partnerships, oroften ~~that~~referred to isas ~~convertible~~variable ~~into~~interest ~~our common stock~~entities, which ~~could~~would ~~decrease~~have ~~the~~been ~~relative~~established ~~voting~~for ~~power~~the purpose of ~~our~~facilitating ~~common~~off–balance ~~stock~~sheet ~~or result in dilution to our existing shareholders~~arrangements.

~~Substantial future sales of our common~~Item ~~stock~~7A. byQuantitative usand orQualitative byDisclosure ~~our~~About ~~existing~~Market ~~shareholders could cause our stock price to fall.~~Risk

~~Additional equity financings~~The orCompany ~~other~~is ~~share~~not ~~issuances~~exposed byto ~~us,~~market ~~including~~risk ~~shares~~related ~~issued~~to ininterest ~~connection~~rates ~~with~~on ~~strategic~~foreign ~~alliances~~currencies. ~~and corporate partnering transactions~~Inflation, ~~and~~ ~~shares~~particularly ~~issued~~in on the ~~conversion~~price of ~~outstanding notes~~electricity, has ~~could~~materially ~~adversely~~affected ~~affect~~us during the ~~market~~past ~~price~~fiscal ofyear; ~~our~~and ~~common~~we ~~stock.~~believe ~~Sales~~that byinflation ~~existing shareholders~~may ofsignificantly aimpact ~~large number of shares of~~ our ~~common~~business ~~stock~~ in ~~the~~2025. We ~~public~~do ~~market~~not orbelieve ~~the perception~~ that ~~additional sales could occur could cause the market price of~~ our ~~common~~business ~~stock~~is toseasonal ~~drop~~in nature.

~~For these reasons and~~Item ~~others,~~8. anFinancial ~~investment~~Statements ~~in our securities is risky~~ and ~~you~~Supplementary ~~should invest only if you can withstand a total loss of, and wide fluctuations in, the value of your investment.~~Data

25See Financial Statements and Schedules attached hereto.

Item 1B 9. ~~Unresolved~~Changes ~~Staff~~in ~~Comments~~and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 1C 9A. ~~Cybersecurity~~Controls and Procedures

~~Like all companies that utilize~~Evaluation ~~technology, we are subject to threats~~ of ~~breaches~~Disclosure ofControls ~~our technology systems. To mitigate the threat to our business, we take a comprehensive approach to cybersecurity risk management. Our Board~~ and our management oversee our risk management program, including the management of cybersecurity risks. We have established policies, standards, processes and practices for assessing, identifying, and managing material risks from cybersecurity threats, including those discussed in our Risk Factors. We have devoted resources to implement and maintain security measures to meet regulatory requirements and shareholder expectations, and we intend to continue to make investments to maintain the security of our data and cybersecurity infrastructure. While there can be no guarantee that our policies and procedures will be properly followed in every instance or that those policies and procedures will be effective, we believe that the Company’s sustained investment in these efforts and technologies have put the Company in a position to protect against potential compromises, and we do not believe that risks from prior cybersecurity threats have materially affected our business to date. We can provide no assurance that there will not be incidents in the future or that past or future attacks will not materially affect us, including our business strategy, results of operations, or financial condition.Procedures

~~Item~~We maintain 2disclosure controls and procedures designed to ensure that the information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified under the rules and forms of the SEC. ~~Properties~~Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that such information is accumulated and communicated to our management, including our Interim Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures. As required by paragraph (b) of Rules 13a-15 and 15d-15 under the Exchange Act, our Interim Chief Executive Officer (our principal executive) and Chief Financial Officer (our principal financial officer and principal accounting officer) carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2025. Based on this evaluation, our Interim Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in paragraph (e) of Rules 13a-15 and 15d-15 under the Exchange Act) were not effective as December 31, 2025, due to the material weaknesses described below

~~Our principal corporate office is located in Melbourne, FL under a month-to-month agreement.~~16

~~Until May 2025, our operations~~Limitations ~~were conducted at a Bitcoin mining and hosting facility situated~~ on ~~six~~Internal ~~acres~~Control inover ~~LaFayette,~~Financial ~~Georgia, which we acquired in May 2019. On May 13, 2025, we sold this facility. Following the sale, we do not own or lease any material real property and currently operate from our corporate office.~~Reporting

~~Item~~An internal 3control system over financial reporting has inherent limitations and may not prevent or detect misstatements. ~~Legal~~Therefore, ~~Proceedings~~even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

WeManagement’s ~~are~~Annual ~~not~~Report currently engaged in any material legal proceedings. From time to time, in the normal course of business, we may be subject to legal claims and actions, including matters relating to employment, intellectual property, and other business issues. While we expect to continue incurring legal fees in connection with protecting our intellectual property rights, we are not aware of any pending claims or actions that, if determined adversely, would have a material adverse effect on ~~our~~Internal ~~results~~Control ofover ~~operations,~~Financial ~~financial condition, or cash flows.~~Reporting

~~Item~~Our management 4is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f) and 15d-15(f). ~~Mine~~Internal ~~Safety~~control ~~Disclosures~~over financial reporting is a process used to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external purposes in accordance with generally accepted accounting principles in the United States. Internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of our financial statements in accordance with generally accepted accounting principles in the United States, and that our receipts and expenditures are being made only in accordance with the authorization of our board of directors and management; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

~~None~~Under the supervision and with the participation of our management, including our Interim Chief Executive Officer (our principal executive) and Chief Financial Officer (our principal financial officer and principal accounting officer), we performed a complete documentation of the Company’s significant processes and key controls, and conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. Based on this evaluation, management concluded that our internal control over financial reporting was not effective as of December 31, 2025, due to the material weaknesses described below.

26A material weakness is defined within the Public Company Accounting Oversight Board’s Auditing Standard No. 5 as a deficiency or a combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. We determined that our internal control of financial reporting had a material weakness due to the small size of the Company, the Company does not maintain sufficient segregation of duties to ensure the processing, review and authorization of all transactions including non-routine transactions.

~~PART~~This Annual IIReport on Form 10-K does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting since the Company is a smaller reporting company under the rules of the SEC.

~~Item~~Changes in 5.Internal ~~Market~~Control ~~For~~over ~~Registrant’s~~Financial ~~Common Equity, Related Stockholder Matters and Issuer’s Purchases of Equity Securities~~Reporting

~~Market~~During the ~~Information~~year ended December 31, 2025, there were no changes in internal control over financial reporting.

~~Our common stock is traded~~Item on9B. ~~the~~Other ~~OTC~~Information. ~~Expert Market tier of OTC Markets LLC under the symbol “MGTI~~None.”

~~Holders~~Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable.

~~On November 7, 2025, the Company’s common stock closed on the OTC Expert Market tier of OTC Markets LLC at $0.0001 per share and there were 377 stockholders of record.~~17

~~Dividends~~PART III

~~The Company has never declared~~Item or10. ~~paid~~Directors, ~~cash~~Executive ~~dividends~~Officers ~~on its common stock~~ and ~~has~~Corporate ~~no intention of doing so in the foreseeable future.~~Governance

Unregistered sales of equity securities

Name	Age	Position
Jonathan M. Pfohl	59	Interim Chief Executive Officer, Chief Financial Officer

Michael G. Onghai	55	Chairman of the Audit Committee, Compensation Committee and Nominating/Corporate Governance Committee Member, Independent Director

OnDirectors are ~~January~~elected ~~11,~~based ~~2024,~~on 30experience,~~000,000 shares~~ ofqualifications ~~common~~and ~~stock~~in ~~were~~accordance ~~issued~~with ~~for~~ the ~~partial~~Company’s ~~conversion~~by–laws ofto serve until the ~~December~~next ~~2023~~annual stockholders ~~Note~~meeting and until their successors are elected in their stead. InOfficers ~~issuing~~are appointed by the ~~securities~~Board ~~described~~and ~~above,~~hold ~~the~~office until ~~Company~~their ~~relied~~successors ~~upon~~are ~~the~~chosen ~~exemption~~and qualified, until their death or until they resign or have been removed from ~~registration~~office. ~~provided~~All bycorporate ~~Section~~officers serve ~~3(a)(9)~~at the discretion of the ~~Securities~~Board. ~~Act~~There ofare ~~1933,~~no asfamily ~~amended~~relationships between any director or executive officer and any other director or executive officer of the Company.

OnJonathan M. ~~January~~Pfohl 25was appointed Chief Financial Officer of the Company on June 1, 2025 and assumed the additional role of Interim Chief Executive Officer in August 2025. Since 2024, 24Mr. Pfohl,~~000~~ age 59,~~000 shares~~ has served as the principal of ~~common~~VC ~~stock~~Partners ~~were~~Group ~~issued~~LLC, ~~for~~a ~~the~~CFO ~~partial~~advisory ~~conversion~~service ofto companies ~~the~~in ~~December~~early-stage ~~2023~~growth ~~Note~~and later-stage restructuring. InFrom ~~issuing~~2018-2024 he served as the ~~securities~~CFO ~~described~~of ~~above,~~Virtual ~~the~~Currency Partners LLC, ~~Company~~a ~~relied~~venture ~~upon~~capital ~~the~~group. ~~exemption~~From ~~from~~2019-2022 ~~registration~~he ~~provided~~served byas ~~Section~~CFO 3of Liquid Financial USA, Inc, an early-stage cryptocurrency exchange. From 2013-2018 he served as CFO of Scio Diamond Technology Corp (aOTC:SCIO)~~(9)~~ ofHe received his BS and MBA from the ~~Securities~~State ~~Act~~University of ~~1933,~~New asYork ~~amended~~at Buffalo.

OnMichael G. ~~March~~Onghai 6was appointed director in May 2012. Mr. Onghai, ~~2024~~age 55, 32has been the CEO of LookSmart (OTC: LKST),~~000,000~~ since February 2013. ~~shares~~He has been the founder and Chairman of ~~common~~AppAddictive, ~~stock~~an ~~were~~advertising ~~issued~~and ~~for~~social ~~the~~commerce ~~partial~~platform ~~conversion~~since July 2011. Mr. Onghai is the President of Snowy August Management LLC, a special situations fund concentrating on the ~~December~~Asian ~~2023~~market, ~~Note~~spinoffs and event–driven situations. InMr. ~~issuing~~Onghai is the ~~securities~~founder ~~described~~of ~~above~~Stock Sheet, Inc., and Daily Stocks, Inc. – the web’s early providers of financial ~~Company~~information ~~relied~~and ~~upon~~search engine related content for financial information. Mr. Onghai has founded several other internet technology companies for the ~~exemption~~last ~~from~~two ~~registration~~decades. ~~provided~~Mr. byOnghai ~~Section~~is 3(an advisor to several internet incubators and is a) panelist who advises FundersClub on which companies to accept for its pioneering venture capital platform. Mr. Onghai has earned his designation as a Chartered Financial Analyst (92006) and holds a B.S. in Electrical Engineering and Computer Science from the University of California, Los Angeles and graduated from the ~~Securities~~Executive ~~Act~~Management Certificate Program in Value Investing (The Heilbrunn Center for Graham & Dodd Investing) Graduate School of ~~1933~~Business at Columbia Business School. The Board believes that Mr. Onghai has the experience, qualifications, attributes and skills necessary to serve as ~~amended~~a director and chairman of the Audit Committee because of his years of business experience and financial expertise.

OnPaul R. ~~April~~Taylor ~~30,~~was ~~2024,~~appointed ~~40,000,000 shares~~Interim ofPrincipal ~~common~~Executive ~~stock~~Officer ~~were~~and ~~issued~~Interim ~~for~~Principal ~~the~~Financial ~~partial~~Officer ~~conversion~~ of the ~~December~~Company ~~2023~~on ~~Note.~~September ~~In issuing the securities described above~~2, ~~the~~ ~~Company~~2024 ~~relied~~and ~~upon~~served ~~the~~until ~~exemption~~his ~~from~~resignation ~~registration~~in ~~provided~~June ~~by Section 3(a)(9) of the Securities Act of 1933, as amended~~2025.

~~On June 21, 2024, 3,346,420~~Family warrants were exercised on a cashless basis for the issuance of 103,500,000 shares of common stock. In issuing the securities described above, the Company relied upon the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended.Relationships

~~During the year ended December~~There ~~31,~~are ~~2024,~~no ~~the~~family ~~Company~~relationships ~~issued~~among ~~62,000,000~~any ~~shares~~ of ~~common stock to Minerset Farms in accordance with~~ the ~~terms of the property lease agreement. In issuing the securities described above, the~~ Company’s ~~relied~~directors ~~upon~~and ~~the~~executive ~~exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended~~officers. ~~In addition, under the property agreement terms, the Company may issue up to 88,000,000 additional shares.~~

~~On November 1, 2024, the~~Board ~~company~~Role ~~exchanged~~in ~~600,000,000~~Risk shares of common stock and 650,000 shares of Series D Preferred Stock for all of the outstanding warrants of the Company to purchase up to 2,043,808,450 shares of common stock held by a lender. In issuing the securities described above, the Company relied upon the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended.Oversight

OnThe Board’s ~~November~~primary 1,function ~~2024,~~is one of oversight. The Board as a whole works with the Company’s management team to promote and ~~company~~cultivate ~~issued~~a ~~750~~corporate environment that incorporates enterprise-wide risk management into strategy and operations. Management periodically reports to the Board about the identification,~~000,000~~ ~~shares~~assessment ofand ~~common~~management ~~stock~~of incritical ~~connection~~risks ~~with~~and ~~restructuring~~management’s ~~its~~risk ~~convertible~~mitigation ~~note~~strategies. Each Incommittee ~~issuing~~of the ~~securities~~Board ~~described~~is responsible for the evaluation of elements of risk management based on the committee’s expertise ~~above~~and applicable regulatory requirements. In evaluating risk, the Board and its committees consider whether the Company’s ~~relied~~programs adequately ~~upon~~identify material risks in a timely manner and implement appropriately responsive risk management strategies throughout the organization. ~~exemption~~The audit committee focuses on assessing and mitigating financial risk, including risk related to internal controls, and receives at least quarterly reports from ~~registration~~management ~~provided~~on byidentified ~~Section~~risk ~~3(a)(9)~~areas. ofIn setting compensation, the ~~Securities~~compensation ~~Act~~committee strives to create incentives that encourage behavior consistent with the Company’s business strategy, without encouraging undue risk-taking. The nominating committee considers areas of ~~1933~~potential risk within corporate governance and compliance, such as ~~amended~~management succession. Each of the committees reports regularly to the Board as a whole as to their findings with respect to the risks they are charged with assessing.

27Code of Business Conduct and Ethics

~~Repurchases~~On July 11, 2018, the Board revised the Code of ~~Equity~~Business ~~Securities~~Conduct and Ethics which applies to all directors and employees including the Company’s principal executive officer, principal financial officer and principal accounting officer or persons performing similar functions. Prior to July 11, 2018, the Company’s employees and directors were subject to the previous Code of Ethics adopted by the Board on June 25, 2012.

~~None~~Copies of the Code of Business Conduct and Ethics can be obtained without charge by writing to the Corporate Secretary at MGT Capital Investments, Inc., 540 Montreal Ave, Suite 133, Melbourne, FL 32935, or through our corporate website at mgtci.com.

~~Item~~Insider Trading ~~6. Reserved~~Policy

~~Item~~The Company 7.has ~~Management~~implemented an Insider Trading Policy applicable to its officers, directors and employees with access to material nonpublic information, as well as such persons’ family members, which prohibits such persons from conducting transactions involving the purchase or sale of the Company’s ~~Discussion~~securities ~~and~~while ~~Analysis~~in possession of ~~Financial~~material ~~Condition~~nonpublic ~~and~~information. ~~Results~~A copy of ~~Operations~~the Company’s Insider Trading Policy is filed as Exhibit 19.1 of this Report.

~~Overview~~While the granting of options and other equity awards to officers, directors and other employees is not expressly addressed in the Insider Trading Policy described above, the Company follows the same principles set forth in such Policy when granting equity awards, including options, to its officers, directors and other employees with access to material nonpublic information. Generally, the Board or Compensation Committee does not approve grants of such awards close in time to the disclosure of material nonpublic information and does not take material nonpublic information into account when determining the timing and terms of such an award. Further, the Company does not have a policy or practice of timing the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

MGT has historically operated in the Bitcoin mining and hosting industry. During the year ended December 31, 2024, our operations consisted primarily of hosting services for third-party miners and self-mining activities at our facility in Georgia. Revenue was derived from hosting fees paid by customers under lease arrangements and from the mining of Bitcoin using the Company’s own machines.18

AsAudit ofCommittee December 31, 2024, the Company owned 35 Antminer S19 Pro miners providing about 3 Ph/s in hash power for self-mining. At December 31, 2024, the Company’s mining activity also included the use of approximately 115 third-party owned miners that the Company considered abandoned. We also offered third-party owners of miners a hosting service whereby MGT operated and ~~maintained~~Audit ~~the~~Committee ~~miners~~Financial ~~for a fixed monthly fee. MGT’s miners and those hosted for others were housed in a modified shipping container on the Company’s owned property in Georgia.~~Expert

~~The~~On ~~Company’s~~November ~~business~~25, ~~model was dependent upon the economics of digital asset mining~~2004, ~~including~~ the ~~price~~Board ofestablished ~~Bitcoin,~~an ~~electricity costs,~~Audit ~~and~~Committee ~~access~~ to ~~competitive~~carry ~~hosting~~out ~~arrangements.~~its Asaudit offunctions. At December 31, ~~2024~~2025, wethe ~~remained~~membership ~~focused on optimizing our hosting capacity~~of ~~and~~the ~~managing~~Audit ~~liquidity~~Committee ~~while~~was ~~evaluating~~Michael ~~potential opportunities to expand or reposition our operations~~Onghai.

~~Since~~The ~~year-end~~Board has determined that Michael G. Onghai, ~~however~~an independent director, ~~there~~is ~~have~~the ~~been~~Audit ~~significant~~Committee ~~changes~~financial inexpert, ~~our~~as ~~operations~~defined ~~and~~in ~~strategic~~Regulation S–K ~~direction.~~promulgated ~~The~~under ~~following~~the ~~“Recent~~Exchange ~~Developments” section~~Act, ~~summarizes~~serving ~~these~~on ~~changes.~~its A

~~Recent~~Item ~~Developments~~11. Executive Compensation

~~Subsequent~~Summary toCompensation ~~December 31, 2024, the Company experienced material changes in its operations and leadership:~~Table

●The following ~~Hosting~~table ~~and~~summarizes ~~Mining~~Fiscal ~~Operations~~Years ~~– In March~~ 2025, ~~the lease of our largest hosting customer expired,~~ and ~~the~~2024 ~~Company~~compensation ~~also~~for ~~ceased~~services ~~its~~in ~~remaining~~all ~~self-mining~~capacities ~~activities. ● Sale~~ of ~~Facility – In May 2025,~~ the Company’s ~~completed~~named the sale of its hosting facility located in LaFayette, Georgia. ● Management Changes – In June 2025, Jonathan Pfohl was appointed as Interim Chief Executive Officer and Chief Financial Officer. His mandate includes evaluating strategic alternatives for the Company, resolving SEC reporting compliance, and positioning the Company for future opportunities.executive officers:

As a result of these developments, the Company does not currently have active revenue-generating operations. Management is engaged in a strategic review process to determine the Company’s future business direction and opportunities. In addition, the Company is delayed in its SEC periodic reporting. Management’s current priority is to complete and file all outstanding reports to regain reporting compliance.

Name	Principal Position	Year		Salary		Bonus		Stock awards		All other compensation		Total compensation
Robert B. Ladd	Former President, Chief Executive Officer and Former Acting Chief Financial Officer		2025	$	-	$	-	$	-	$	-	$	-
			2024	$	170	$	-	$	-	$	-	$	170
Paul R. Taylor	Former Interim Principal Executive Officer and Interim Former Interim Principal Financial Officer		2025	$	60	$	-	$	-	$	-	$	60
			2024	$	40	$	-	$	-	$	-	$	40
Jonathan M. Pfohl	Interim Chief Executive Officer and Chief Financial Officer		2025	$	35	$	-	$	10	$	-	$	45

~~Critical~~Mr. Ladd ~~accounting~~resigned ~~policies~~from his positions as President, Chief Executive Officer and ~~estimates~~Acting Chief Financial Officer effective August 29, 2024. As a result, his compensation for 2024 reflects salary earned.

~~Use~~Employment Agreements- ofDiscuss ~~estimates~~Terms ~~and~~of ~~assumptions~~Termination, ~~and~~if ~~critical accounting~~any ~~estimates and assumptions~~

~~The preparation of the financial~~Robert ~~statements in conformity with U~~B.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements, and also affect the amounts of revenues and expenses reported for each period. Actual results could differ from those which result from using such estimates. Management utilizes various other estimates, including but not limited to determining the estimated lives of long-lived assets, determining the potential impairment of long-lived assets, the fair value of conversion features, valuation of derivative liabilities and the valuation allowance for deferred tax assets. The results of any changes in accounting estimates are reflected in the financial statements in the period in which the changes become evident. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the period that they are determined to be necessary.Ladd

~~Property~~On April 1, 2018, the Company entered into an Amended and ~~Equipment~~Restated Executive Employment Agreement (the “Employment Agreement”) with Mr. Ladd, which was executed on April 6, 2018 and amended on November 11, 2020. Mr. Ladd’s employment with the Company terminated effective August 29, 2024.

~~Property and equipment are~~Paul ~~stated at cost less accumulated depreciation~~R. Depreciation is calculated using the straight–line method on the various asset classes over their estimated useful lives, which range from one to ten years when placed in service. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. Taylor

28On September 2, 2024, the Company entered into an Employment Agreement with Mr. Taylor. Mr. Taylor resigned from the company on June 25, 2025.

~~Revenue~~Jonathan M. ~~recognition~~Pfohl

~~Revenue~~On June ~~recognition~~1, 2025, the Company entered into an Employment Agreement (the “Pfohl Employment Agreement”) with Mr. Pfohl. The agreement provides for a salary of $5 per month, plus reimbursement of out-of-pocket business expenses. The company or Mr. Pfohl may terminate the agreement on ten (10) business days’ notice. On June 25, 2025, Mr. Pfohl was appointed to the additional position of Interim Chief Executive Officer without an amendment to the terms of his employment agreement.

~~Cryptocurrency~~Outstanding Equity ~~mining~~Awards at December 31, 2025

~~The~~Outstanding ~~Company~~Stock ~~recognizes~~Awards revenue under Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, (“ASC 606”). The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for ~~those~~ ~~goods~~Fiscal orYears ~~services.~~2025 ~~The~~and ~~following five steps are applied to achieve that core principle:~~2024

● Step 1: Identify the contract with the customer ● Step 2: Identify the performance obligations in the contract ● Step 3: Determine the transaction price ● Step 4: Allocate the transaction price to the performance obligations in the contract ● Step 5: Recognize revenue when the Company satisfies a performance obligationNone

In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” good or service (or bundle of goods or services) if both of the following criteria are met: The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct), and the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract).19

IfDirector ~~a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct.~~Compensation

The ~~transaction~~following ~~price~~table issets forth the ~~amount~~compensation of ~~consideration~~persons towho ~~which~~served anas ~~entity expects to be entitled in exchange for transferring promised goods or services to~~ a ~~customer.~~member ~~The~~of ~~consideration~~our ~~promised~~Board inof aDirectors ~~contract~~during ~~with a customer may include fixed amounts, variable amounts, or both. When determining the transaction price, an entity must consider the effects of~~ all of ~~the following:~~2025.

● Variable consideration ● Constraining estimates of variable consideration ● The existence of a significant financing component in the contract ● Noncash consideration ● Consideration payable to a customer

Name

Fees Earned Or

Paid in Cash

Stock

Awards

All Other

Compensation

Total

Michael G. Onghai

~~Variable consideration is~~Directors ~~included~~are inreimbursed ~~the~~for ~~transaction~~their ~~price~~out–of–pocket ~~only~~expenses toincurred ~~the extent that it is probable that a significant reversal~~ in ~~the~~connection ~~amount of cumulative revenue recognized will not occur when the uncertainty associated~~ with the ~~variable consideration is subsequently resolved. The transaction price is allocated to each~~ performance ~~obligation~~of onBoard ~~a relative standalone selling price basis~~duties. ~~The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate.~~

~~The~~Independent ~~Company~~Director earns Bitcoin mining revenue from two primary sources: the operation of its owned miners and the operation of third-party owned miners that the Company has concluded are subject to abandonment. The Company has entered into digital asset mining pools by executing contracts, as amended from time to time, with the mining pool operators to provide computing power to the mining pool. The contracts are terminable at any time by either party and the Company’s enforceable right to compensation only begins when the Company provides computing power to the mining pool operator. In exchange for providing computing power, the Company is entitled to a fractional share of the fixed cryptocurrency award the mining pool operator receives (less digital asset transaction fees to the mining pool operator which are recorded as a component of cost of revenues), for successfully adding a block to the Blockchain. The terms of the agreement provide that neither party can dispute settlement terms after thirty-five days following settlement. The Company’s fractional share is based on the proportion of computing power the Company contributed to the mining pool operator to the total computing power contributed by all mining pool participants in solving the current algorithm.Compensation

29Each independent director receives annual compensation of $32.

~~Providing~~Item ~~computing power to solve complex cryptographic algorithms in support of the Bitcoin Blockchain (in a process known as “solving a block”) is an output of the Company’s ordinary activities~~12. ~~The~~Security ~~provision~~Ownership of ~~providing~~Certain ~~such~~Beneficial ~~computing~~Owners ~~power~~and isManagement the only performance obligation in the Company’s agreements with mining pool operators. The transaction consideration the Company receives, if any, is noncash consideration, which the Company measures at fair value on the date received, which is not materially different than the fair value at contract inception or the time the Company has earned the award from the pools. The consideration is all variable. Because it is not probable that a significant reversal of cumulative revenue will not occur, the consideration is constrained until the mining pool operator successfully places a block (by being the first to solve an algorithm) and ~~the~~Related ~~Company~~Stockholder ~~receives confirmation of the consideration it will receive, at which time revenue is recognized. There is no significant financing component in these transactions.~~Matters

~~Fair~~Security ~~value~~Ownership of ~~the~~Certain ~~cryptocurrency~~Beneficial award received is determined using the quoted price of the related cryptocurrency at the time of receipt. In 2023, the FASB issued ASU 2023-08, which addresses the accounting and disclosure requirements for certain crypto assets. The new guidance requires entities to subsequently measure certain crypto assets at fair value, with changes in fair value recorded in net income in each reporting period. In addition, entities are required to provide additional disclosures about the holdings of certain crypto assets. The ASU’s amendments are effective for fiscal years beginning after December 15, 2024, including interim periods within those years. There was no specific definitive guidance under GAAP or alternative accounting framework for the accounting for cryptocurrencies recognized as revenue or held, prior to the issuance of ASU 2023-08 and management has exercised significant judgment in determining the appropriate accounting treatment for the current year. The Company has completed its evaluation of ASU 2023-08 and determined that the standard is not expected to have a material impact on its financial statements.Owners

~~Hosting~~The following ~~Revenues~~table sets forth certain information regarding beneficial ownership and voting power of the common stock as of March 16, 2026, of:

~~We received~~● ~~revenues~~each ~~from~~person ~~third~~serving ~~parties~~as ~~renting~~a ~~capacity~~director, ata ~~our~~nominee ~~facility~~for ~~and~~director, ~~from~~or ~~hosting~~executive ~~miners~~officer ~~owned~~of bythe ~~others. The~~ Company; ~~recognized $179~~● ~~and~~all ~~$324~~executive ~~from~~officers ~~these sources during the years ended December 31, 2024~~ and ~~2023,~~directors ~~respectively.~~of ~~During~~ the ~~years~~Company ~~ended~~as ~~December~~a ~~31, 2024~~group; and ~~2023,~~● ~~two~~all ~~customers~~persons ~~accounted for 91% and 99%~~who, ~~respectively~~to ofour ~~hosting revenue. After a hosting agreement expires~~knowledge, ~~the~~beneficially ~~Company no~~own ~~longer~~more ~~recognizes~~than ~~hosting~~five ~~revenue~~percent ~~for~~of the ~~related~~common ~~miners~~stock.

~~Gain~~“Beneficial ownership” ~~(Loss)~~here onmeans ~~Modification/Extinguishment~~direct or indirect voting or investment power over outstanding stock and stock which a person has the right to acquire now or within 60 days after March 16, 2026. See the accompanying footnotes to the tables below for more detailed explanations of ~~Debt~~the holdings. Except as noted, to our knowledge, the persons named in the tables beneficially own and have sole voting and investment power over all shares listed.

In accordance with ASC 470, a modification or an exchange of debt instruments that adds or eliminates a conversion option that was substantive at the date of the modification or exchange is considered a substantive change and is measured and accounted for as extinguishment of the original instrument along with the recognition of a gain/loss. Additionally, under ASC 470, a substantive modification of a debt instrument is deemed to have been accomplished with debt instruments that are substantially different if the present value of the cash flows under the terms of the new debt instrument is at least 10 percent different from the present value of the remaining cash flows under the terms of the original instrument. A substantive modification is accounted for as an extinguishment of the original instrument along with the recognition of a gain/loss. For the year ended December 31, 2024 the Company recorded a gain of $15 from the settlement of debt and extinguishment of convertible debt as non-operating income in the statements of operations.

Name and Address of Beneficial Owner (1)	Amount and Nature of Beneficial Ownership		Percentage of Class (2)
Current Directors and Officers:
Michael G. Onghai		500,586,000		10.0	%
Jonathan M. Pfohl		100,000,000		2.0	%
All directors and executive officers (2 persons)		600,586,000		12.0	%
5% Owners
Michael G. Onghai		500,586,000		10.0	%
Project Nickel LLC/Grady D. Kittrell 1310 Cordova Road Fort Lauderdale, FL 33316		3,720,440,000		59.7	%

Fair Value Measurements and Disclosures

	(1)	Unless otherwise noted, the addresses for the above persons are in care of the Company at 540 Montreal Ave., Suite 133, Melbourne, FL 32935.
	(2)	For the Current Directors and Officer the percentage of class is based on 5,015,670,903 shares of common stock issued and outstanding as of March 16, 2026. According to Schedule 13G/A file with the SEC on September 25, 2025, Project Nickel LLC holdings include (i) 2,500,000,000 shares of Common Stock held directly by Project Nickel, and (ii) 200,000 shares of Common Stock held by Grady D. Kittrell, the Manager of Project Nickel LLC and (iii) 1,220,240,000 shares issuable upon conversion of a Secured Convertible Promissory Note dated September 22, 2025 which is convertible at a price of $0.001 per share. The percentage is calculated based on 6,335,910,903 shares of Common Stock outstanding, which includes 5,015,670,903 shares of Common Stock outstanding as of March 16, 2026, and 1,220,240,000 shares of Common Stock issuable upon conversion of Project Nickel’s convertible securities.

~~ASC 820 “Fair Value~~Securities ~~Measurements~~Authorized ~~and Disclosures” provides the framework~~ for ~~measuring~~Issuance ~~fair~~Under ~~value.~~Equity ~~That~~Compensation framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).Plans

30The Company does not have any equity compensation plans currently in effect and no securities are authorized or reserved for issuance under any equity compensation arrangements.

~~Fair value is defined as~~Item ~~an exit price, representing the amount that would be received upon the sale of an asset or payment to transfer a liability in an orderly transaction between market participants~~13. ~~Fair~~Certain ~~value~~Relationships isand aRelated ~~market-based~~Transactions ~~measurement~~and ~~that~~Director is determined based on assumptions that market participants would use in pricing an asset or liability. A three-tier fair value hierarchy is used to prioritize the inputs in measuring fair value as follows:Independence

●The crypto ~~Level~~exchange 1used ~~Quoted~~by ~~prices~~the inCompany ~~active~~to ~~markets~~monetize ~~for~~its ~~identical~~self-mined ~~assets~~Bitcoin orexperienced ~~liabilities~~difficulties beginning in early 2023 and was ultimately shut down. ●The ~~Level~~Company 2was ~~Quoted~~unable ~~prices~~to ~~for~~find ~~similar~~a ~~assets~~suitable orreplacement ~~liabilities~~given inits ~~active~~low ~~markets~~transaction frequency and small trade volumes. As a consequence, the ~~quoted~~Company ~~prices~~used ~~for~~a ~~identical~~personal orbrokerage ~~similar~~account/crypto ~~assets~~wallet orof ~~liabilities~~its inthen ~~markets~~CEO ~~that~~to ~~are~~effect ~~not~~the ~~active,~~sales orof ~~other~~its ~~inputs~~mined ~~that~~Bitcoin. ~~are~~These ~~observable,~~transactions occurred ~~either~~approximately ~~directly~~monthly orand ~~indirectly~~were executed and documented to provide no cost to the Company and no benefit to our former CEO. ●This situation ~~Level~~was 3remedied ~~Significant~~as ~~unobservable~~of ~~inputs~~October ~~that~~25, ~~cannot~~2024 beand ~~corroborated~~subsequently, bythe ~~market~~Company ~~data~~has utilized its own crypto wallet/account to monetize its crypto assets.

AsOn August ~~of December 31~~1, 2023~~, the~~ ~~Company had~~ a ~~Level~~former 3executive ~~financial~~loaned ~~instrument~~the ~~related~~Company to$15. ~~the~~The ~~derivative~~loan ~~liability~~bears ~~related~~interest toat ~~the~~an ~~conversion~~annual ~~feature~~rate of ~~convertible~~4.43%. ~~debt and~~A ~~the~~maturity ~~issuance~~date ofhas ~~warrants~~not yet been set. ~~This~~During ~~Level~~the 3year ~~financial~~ended ~~instrument~~December ~~terminated~~31, ~~and~~2025, ~~expired~~the onCompany ~~November~~recorded 1,$0.7 ~~2024,~~of ~~when~~interest ~~the~~expense ~~company~~in ~~restructured its~~respect ~~outstanding~~of ~~notes~~this ~~and~~loan. ~~warrants~~In ~~and~~addition, a ~~the~~former ~~Company~~executive ~~had~~is noowed ~~Level~~$45 3for ~~financial~~his ~~instruments~~payments ~~outstanding~~made aton ~~December~~behalf ~~31,~~of ~~2024~~the Company.

~~Recent accounting pronouncements~~Director Independence

~~Note 3 to our audited financial~~Michael ~~statements~~Onghai ~~appearing~~is ~~elsewhere~~considered inindependent ~~this~~under ~~report~~Section ~~includes~~803A ~~Recent~~of ~~Accounting~~NYSE ~~Pronouncements~~MKT rules.

~~Results of operations~~20

~~Years~~Item 14. ~~ended~~Principal ~~December~~Accountant ~~31,~~Fees ~~2024~~ and ~~2023~~Services

~~Revenues~~Effective January 5, 2017, RBSM LLP became our current independent auditor. The following is a summary of the fees billed by our independent auditors for professional services rendered for the fiscal years ended December 31, 2025 and 2024.

Our revenues for the year ended December 31, 2024 decreased by $77, or 19%, to $322 as compared to $399 for the year ended December 31, 2023.

	Year Ended December 31,
	2025		2024
Audit fees	$	92	$	111
Tax fees		–		–
Audit-related fees		–		–
Other fees		–		–
	$	92	$	111

~~Our revenue is derived from~~Audit ~~cryptocurrency~~fees ~~mining~~consist which totaled $143 during 2024. The increase in revenues compared to the prior year reflects higher Bitcoin production, driven by an overall increase in mining capacity deployed during the year, including the use of ~~additional~~fees ~~equipment~~billed ~~owned~~for byservices ~~third-parties that~~rendered ~~the~~for ~~company considers abandoned. For~~ the ~~year~~audit ~~ended December 31, 2024, approximately 62%~~ of our ~~mining~~financial ~~revenue~~statements ~~was from abandoned equipment. We also receive revenues from third parties renting capacity at our facility~~ and ~~from~~review hosting miners owned by others. The Company recognized $179 and $324 from these sources during the years ended December 31, 2024 and 2023, respectively. The decrease in Hosting services revenues is due to $480 of ~~hosting~~our ~~services~~financial ~~revenues~~statements ~~classified as issuance of equity in respect of the shares issued~~included ~~as per the contract as well as a reduction~~ in ~~hosting~~our ~~customers~~quarterly ~~and~~reports ~~billings~~on ~~compared~~Form ~~to the prior year~~10–Q.

~~Operating~~Tax fees ~~Expenses~~consist of fees billed for professional services related to the preparation of our U.S. federal and state income tax returns and tax advice.

~~Operating expenses for the~~Audit–related ~~year~~fees ~~ended~~consist ~~December~~of ~~31,~~fees ~~2024~~reasonably ~~decreased~~related ~~by $386, or 21%,~~ to ~~$1,446 as compared to $1,832 for~~ the ~~year~~performance ~~ended December 31, 2023. The decrease in operating expenses was comprised~~ of athe ~~decrease~~audit inor ~~cost~~review of ~~revenues~~the ofCompany’s ~~$81~~financial ~~and~~statements ~~decrease~~that inare not ~~general~~reported ~~and~~as ~~administrative~~“Audit ~~expenses of $305~~Fees.”

~~The decrease in cost of revenues~~All ofother ~~$81,~~fees orconsist ~~17% to $395 as compared to $476 for the year ended December 31, 2023, was primarily due to a decrease in electricity costs~~ of ~~$15~~fees ~~and depreciation of $66. The decrease in general and administrative expenses of $305, or 22% to $1,051 as compared to $1,356~~ for ~~the~~ ~~year~~other ~~ended~~miscellaneous ~~December 31~~items, ~~2023,~~including ~~was~~fees ~~primarily~~related ~~due~~ to aregistrations ~~decrease in legal, consulting and payroll expenses~~statements.

~~Other~~All services ~~Income~~provided ~~and~~by ~~Expense~~the Company’s independent auditor were approved by the Company’s audit committee.

~~For the year ended December 31, 2024, non~~Pre–~~operating income of $6,645 primarily consisted of a gain from the settlement of debt, derivative and warrant liabilities~~Approval isPolicy ~~$7,141, and other income~~ of ~~$6,~~Services ~~partially~~Performed ~~offset~~ by ~~interest~~Independent ~~expense~~Registered ofPublic ~~$303~~Accounting ~~and accretion of debt discount of $199.~~Firm

31The Audit Committee’s policy is to pre–approve all audit and non–audit related services, tax services and other services. Pre–approval is generally provided for up to one year, and any pre–approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The Audit Committee has delegated the pre–approval authority to its chairperson when expedition of services is necessary. The independent registered public accounting firm and management are required to periodically report to the full Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre–approval and the fees for the services performed to date.

For the year ended December 31, 2023, non–operating expense of $4,700 primarily consisted of accretion of debt discount of $1,269, a loss on the change in fair value of warrant derivative liabilities of $2,685, a loss on the change in fair value of derivative liability of $249, a loss on settlement of derivative of $302, interest expense of $91, and a loss on lease incentive of $184, partially offset by a gain on sale of property and equipment of $70 and a gain on settlement of debt of $10.21

~~The change from non-operating~~PART ~~expense in 2023 to non-operating income in 2024 was primarily due to gains recognized on the change in fair value of warrant and derivative liabilities.~~ IV

~~Liquidity~~Item 15. Exhibits and ~~capital~~Financial ~~resources~~Statement Schedules.

~~Sources of Liquidity~~Financial Statements

~~We have historically financed~~The ~~our~~financial ~~business~~statements ~~through the sale~~ of ~~debt and equity interests. In September 2022, we raised $1,335 from~~ the ~~sale of a $1,500 Original Issue Discount Secured Convertible Promissory Note (the “Note”). As amended in December 2023, the Note: (i) is convertible into 40% of the~~ Company’s ~~outstanding~~for ~~shares of~~ the ~~Company’s~~fiscal ~~common~~years ~~stock~~covered onby ~~the~~this ~~conversion~~Annual ~~date~~Report ofare ~~the~~located ~~Note~~ on apages ~~post~~F-~~conversion basis,~~1 ~~(ii)~~to ~~matures December 31, 2024 and (iii) bears an interest rate of~~ F-6% ~~per annum. In addition, upon conversion, the Company issued to the investor three series~~ of ~~warrants~~this ~~of which each of the warrants is exercisable into 60% of the Conversion Shares~~Annual Report.

The borrowings under the Note as amended in December 2023, were restructured under an exchange agreement on November 1, 2024 for (i) a new, nonconvertible Secured Exchange Note, in the principal amount of $1,620 with an interest rate of 8% per annum and a maturity date of December 31, 2025 and (ii) 750,000,000 duly authorized, non-assessable unregistered shares of common stock of the Company. Additionally, all of the Company’s outstanding the warrants previously issued were exchanged for 600,000,000 common shares and 650,000 shares of the Company’s Series D Preferred Stock.

Exhibit No.		Description

3.1		Certificate of Amendment to Certificate of Incorporation of MGT Capital Investments, Inc. as filed with the Secretary of State of the State of Delaware on August 27, 2025 (incorporated by reference to Exhibit 3.1 to the Form 8-K filed with the SEC on August 28, 2025).

3.2		Amended and Restated Bylaws of MGT Capital Investments, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on January 30, 2014).

3.3		Certificate of Designation of Series D Preferred Stock of MGT Capital Investments, Inc., filed with the Delaware Secretary of State on October 31, 2024 (incorporated by reference to Exhibit 3.1 to the 8-K filed with the SEC on November 4, 2024).

4.1		Certificate of Designation of 12% Series B Preferred Stock of MGT Capital Investments, Inc., filed with the Delaware Secretary of State on January 11, 2019 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on January 14, 2019).

4.3		Description of MGT Capital Investment, Inc.’s Securities (incorporated by reference to Exhibit 4.3 to the Annual Report on Form 10-K filed with the SEC on March 30, 2020).

4.4		Secured Exchange Note, by and between MGT Capital Investments, Inc and Project Nickel LLC, dated November 1, 2024 (incorporated by reference to Exhibit 4.1 to the 8-K filed with the SEC on November 4, 2024).

4.5		Secured Convertible Promissory Note by and between MGT Capital Investments, Inc and Project Nickel LLC, dated September 22, 2025. (incorporated by reference to Exhibit 4.1 to the 8-K filed with the SEC on September 25, 2025).

10.1		MGT Capital Investments, Inc. 2016 Equity Incentive Plan (incorporated by reference to Annex B to the Definitive Proxy Statement on Schedule 14A filed with the SEC on August 15, 2016).

10.2		Employment Agreement, by and between MGT Capital Investments, Inc. and Robert Ladd, dated as of April 1, 2018 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on April 12, 2018).

10.3		Amendment to Employment Agreement, dated November 11, 2020, by and between MGT Capital Investments, Inc. and Robert Ladd (incorporated by reference to Exhibit 10.5 to the Annual Report on Form 10-K filed with the SEC on April 15, 2021).

10.4		Form of Lease Agreement with Minerset Holdings LLC Exhibit dated March 16, 2023 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed March 22, 2023).

10.5		Form of Property Lease Agreement with Minerset Farms dated March 16, 2023 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on March 22, 2023).

10.6		Secured Convertible Promissory Note (incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed on December 20, 2023).

10.7		Exchange Agreement (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on December 20, 2023).

10.8		Original Issue Discount Note dated March 6, 2024 (incorporated by reference to Exhibit 10.18 to the Annual Report on Form 10-K filed with the SEC on April 16, 2024).

10.9		Convertible Note Exchange Agreement, by and between MGT Capital Investments, Inc. and Project Nickel LLC, dated November 1, 2024 (incorporated by reference to Exhibit 10.1 to the 8-K filed with the SEC on November 4, 2024).

10.10		Warrant Exchange and Extinguishment Agreement, by and between MGT Capital Investments, Inc. and Project Nickel LLC, dated November 1, 2024 (incorporated by reference to Exhibit 10.2 to the 8-K filed with the SEC on November 4, 2024).

10.11		Promissory Note Exchange Agreement, by and between MGT Capital Investments, Inc. and Project Nickel LLC, dated November 1, 2024 (incorporated by reference to Exhibit 10.3 to the 8-K filed with the SEC on November 4, 2024).

10.12		Purchase and Sale Agreement, by and between MGT Capital Investments, Inc. and CRSE Properties, LLC, dated May 13, 2025 (incorporated by reference to Exhibit 10.1 to the 8-K filed with the SEC on May 19, 2025).

On November 20, 2023, the lender of the Note provided the Company with a non-convertible loan in the amount of $25. The loan bears interest at an annual rate of 12% and the maturity date was November 19, 2024. On March 6, 2024, the lender of the Note provided the Company with a non-convertible loan in the amount of $125. The loan bears interest at an annual rate of 12% and the maturity date is March 5, 2025. On April 30, 2024, the lender of the Note provided the company with a non-convertible loan in the amount of $50. The loan bears interest at an annual rate of 12% and the maturity date is April 30, 2025. On November 1, 2024, the lender consolidated and exchanged such notes, including interest owed for an aggregate outstanding balance of $242. This new promissory note bears interest at an annual rate of 12% and matures on December 31, 2025.22

On March 16, 2023, the Company entered into a partnership agreement and a property lease agreement with another cryptocurrency mining company (See Note 10 to the financial statements). Pursuant to this lease agreement (the “Lease Agreement”), the Company agreed to lease Spaces of the Company’s six-acre mining facility for rental payments of $5 per Space per month and payment of the electricity costs and deposit requirements arising from the Spaces. In connection with the Lease Agreement, tenant agreed to make an initial deposit of $229 for the initial electricity deployment for five MW. In December 2023, the tenant added an additional space to the total amount of Spaces leased.

10.13		Employment Agreement, by and between MGT Capital Investments, Inc. and Jonathan M. Pfohl, dated June 1, 2025 (incorporated by reference to Exhibit 10.1 to the 8-K filed with the SEC on June 5, 2025).

10.14		Termination of Employment Agreement, by and between MGT Capital Investments, Inc. and Paul Taylor, dated June 25, 2025 (incorporated by reference to Exhibit 10.2 to the 8-K filed with the SEC on July 1, 2025).

10.15		Secured Exchange Note Agreement dated September 22, 2025 (incorporated by reference to Exhibit 10.1 to the 8-K filed with the SEC on September 25, 2025).

10.16		Exchange Agreement with Director dated September 23, 2025 (incorporate by reference to Exhibit 10.2 of 8-K dated September 25, 2025).

10.17		Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 of 8-K dated December 31, 2025).

19.1		Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Annual Report on Form 10-K filed with the SEC on April 16, 2024).

31		Certification pursuant to Section 302 of the Sarbanes–Oxley Act of 2002 of Principal Executive Officer and Principal Accounting Officer*

32		Certification pursuant to Section 906 of the Sarbanes–Oxley Act of 2002 of Principal Executive Officer and Principal Financial Officer*

101.INS		Inline XBRL Instance Document*

101.SCH		Inline XBRL Taxonomy Extension Schema*

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document*

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document*

101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase Document*

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document*

104		Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).

~~Pursuant~~* toFiled the partnership agreement, the Company agreed to issue 500,000 shares of its common stock per month for each rented Space, and to also issue an additional number of shares of common stock annually equal to shares issued during the year under the agreementherewith. During the year ended December 31, 2023, the Company received $345, issued 34 million shares of common stock and reduced the lease liability by $68. During the year ended December 31, 2024, the Company received $400, issued 62 million shares of common stock and reduced the lease liability by $96. Lease payments received under these agreements are treated as sales of equity in the Company’s financial statements.

~~We have incurred significant~~Item ~~operating losses since inception and continue to generate losses from operations and as of December 31, 2024 have an accumulated deficit of $426,518~~16. AtForm ~~December~~10–K ~~31, 2024, our cash and cash equivalents were $6, and we had a working capital deficit of $3,201~~Summary.

32Not applicable.

The Company will need to raise additional capital to fund operating losses. There can be no assurance however that the Company will be able to raise additional capital when needed, or at terms deemed acceptable, if at all. The issuance of any additional shares of Common Stock, preferred stock or convertible securities could be substantially dilutive to our shareholders. Such factors raise substantial doubt about the Company’s ability to sustain operations for at least one year from the issuance of these audited financial statements. The accompanying audited financial statements do not include any adjustments related to the recoverability and classification of asset amounts or the classification of liabilities that might be necessary should the Company be unable to continue as a going concern.23

The price of Bitcoin is volatile, and fluctuations are expected. Declines in the price of Bitcoin have had a negative impact in our operating results and liquidity and could harm the price of our common stock. Movements may be influenced by various factors, including, but not limited to, government regulation, security breaches experienced by service providers, as well as political and economic uncertainties around the world. Since we record revenues partly based on the price of earned Bitcoin and we may retain such Bitcoin as an asset or as payment for future expenses, the relative value of such revenues may fluctuate, as will the value of any Bitcoin we retain.SIGNATURES

~~The~~Pursuant to ~~high~~the ~~and~~requirements ~~low~~of ~~exchange rate~~Section ~~per~~13 ~~Bitcoin~~or ~~for~~15(d) of the ~~year~~Exchange ~~ending~~Act ~~December~~of 311934, ~~2024,~~the asregistrant ~~reported~~has byduly ~~Coindesk.com,~~caused ~~were~~this ~~approximately~~report ~~$106~~to ~~and~~be ~~$39~~signed ~~respectively~~on its behalf by the undersigned, thereunto duly authorized.

Common Stock Issuances

	MGT CAPITAL INVESTMENTS, INC
March 17, 2026

	By:	/s/ Jonathan M. Pfohl
		Jonathan M. Pfohl
		Interim Chief Executive Officer & Chief Financial Officer

~~During~~Pursuant to the ~~year~~requirements ~~ended~~of ~~December 31, 2024,~~ the ~~Company~~Exchange ~~issued~~Act ~~126~~of 1934,~~000,000~~ ~~shares~~this ofreport ~~common~~has ~~stock~~been insigned ~~respect~~below ofby the ~~partial~~following ~~conversion~~persons on behalf of the ~~December~~registrant and ~~2023~~in ~~Note~~the capacities and on the dates indicated.

During the year ended December 31, 2024, the Company issued 62,000,000 shares of common stock in respect of the Lease Agreement. On June 21, 2024, 3,346,420 warrants with an embedded conversion feature were exercised on a cashless basis for the issuance of 103,500,000 shares of common stock.

Signature	Title	Date

/s/ Jonathan M. Pfohl	Interim Chief Executive Officer & Chief Financial Officer	March 17, 2026
Jonathan M. Pfohl

/s/ Michael G. Onghai	Director	March 17, 2026
Michael G. Onghai

On November 1, 2024, the company exchanged 600,000,000 shares of common stock and 650,000 shares of Series D Preferred Stock for all of the outstanding warrants of the Company to purchase up to 2,043,808,450 shares of common stock held by a lender.24

~~On November 1, 2024, the~~REPORT ~~company~~OF ~~issued~~INDEPENDENT ~~750,000,000~~REGISTERED ~~shares~~PUBLIC ofACCOUNTING ~~common stock in connection with restructuring its convertible note.~~FIRM

~~Debt~~To the ~~Financing~~Stockholders and the Board of Directors of

~~On September 12, 2022, the~~MGT ~~Company~~Capital ~~entered into a securities purchase agreement~~Investments, pursuant to which the Company received $1,335 in exchange for the issuance of a secured convertible promissory note (the “September 2022 Note”) in the principal amount of $1,500 with an original issue discount of $165Inc. Any time prior to a change of control transaction, the September 2022 Note is convertible into 30% of the outstanding shares of the Company’s common stock on the conversion date on a post-conversion basis (the “Conversion Shares”). The September 2022 Note matures December 31, 2024 and bears interest at a rate of 6% per annum. The September 2022 Note provides for customary events of default, the occurrence of which would result in 110% the principal and other accrued amounts outstanding under the September 2022 Note to become immediately due and payable, with the interest rate increasing to 12%. At inception the Company recorded a debt discount of $1,500 and non-cash interest as accretion of debt discount of $5,324. During the year ended December 31, 2023, the Company recorded accretion of debt discount of $1,269. During the year ended December 31, 2024, the Company recorded accretion of debt discount of $199.

33Opinion on the Financial Statements

~~On December 19, 2023, the~~We ~~Company~~have ~~exchanged~~audited the ~~September~~accompanying ~~2022~~balance ~~Note~~sheets ~~for~~of aMGT ~~new~~Capital ~~note~~Investments, Inc. (the ~~“December 2023 Note”~~Company) ~~with~~as ~~substantially the same terms with the exception~~ of ~~a maturity date of~~ December 31, ~~2024~~2025 and ~~with~~2024, athe ~~conversion~~related statements ~~feature based on a 40%~~ of ~~the~~operations, ~~Company~~stockholders’s ~~common~~deficit ~~stock in~~and acash ~~fully~~flows ~~diluted basis. The Company accounts~~ for ~~liability~~each ~~classified~~of ~~conversion~~the ~~features~~years ~~and~~in ~~warrants~~the attwo-year ~~fair~~period ~~value.~~ended AsDecember ~~all components~~31, of2025, and the ~~September~~related ~~2022~~notes ~~Note~~(collectively ~~are~~referred ~~accounted~~to ~~for~~as atthe ~~fair~~financial ~~value~~statement). ~~both~~In ~~before~~our ~~and after the modification~~opinion, ~~any changes in~~ the ~~fair~~financial ~~value~~statements ~~was reflected~~present fairly, in ~~earnings.~~all ~~The~~material ~~Company~~respects, ~~analyzed for~~ the ~~cash~~financial ~~flows~~position of the ~~plain~~Company ~~debt~~as ~~pre~~of ~~and~~December ~~post~~31, ~~modification~~2025 and ~~concluded~~2024, ~~that~~and the ~~changes in~~results ~~cash~~of ~~flows~~its ~~were~~operations ~~less than 10%~~ and its ~~hence~~cash ~~modification~~flows ~~accounting~~for ~~was~~each ~~applied.~~of ~~The Company continues to amortize~~ the ~~debt~~years ~~discount~~in ~~using~~ the ~~effective~~two-year ~~interest~~period ~~method~~ended ~~of the modified debt. The principal balance of the~~ December ~~2023~~31, ~~Note is $1~~2025,~~579,~~ ~~has~~in aconformity ~~debt~~with ~~discount~~accounting ofprinciples generally ~~$257,~~accepted ~~and~~in ~~bears~~the ~~interest~~United atStates ~~a rate~~ of ~~6% per annum~~America.

~~On November 1, 2024, the~~The Company’s ~~exchanged~~Ability ~~the~~to ~~December~~Continue ~~2023~~as ~~Note for~~ a ~~new~~Going note with no conversion features (the “November 2024 Note”), in the principal amount of $1,620 with an annual interest rate of 8%, and a maturity date of December 31, 2025 and 750,000,000 shares of common stock.Concern

~~On November 20, 2023, the~~The ~~lender~~accompanying offinancial ~~the~~statements ~~September~~have ~~2022~~been ~~and~~prepared ~~December~~assuming ~~2023~~that ~~Notes provided~~ the Company ~~with~~will acontinue ~~non-convertible~~as ~~loan~~a ingoing ~~the~~concern. ~~amount~~As ofdiscussed ~~$25.~~in ~~The loan~~Note ~~bears~~2 ~~interest~~to ~~at an annual rate of 12% and~~ the ~~maturity~~financial ~~date was November 19~~statements, ~~2024.~~the OnCompany ~~March~~has 6,suffered ~~2024,~~recurring ~~the~~losses ~~lender~~from ofoperations ~~the September 2022~~ and ~~December~~will ~~2023~~require ~~Notes~~additional ~~provided~~capital ~~the~~to ~~Company~~continue as ~~with~~ a ~~non-convertible~~going ~~loan in the amount of $125~~concern. ~~The~~This ~~loan~~raises ~~bears~~substantial ~~interest~~doubt atabout anthe ~~annual rate~~Company’s ~~of 12%~~ability ~~and~~to ~~the~~continue ~~maturity~~as ~~date~~a ~~is March~~going ~~5, 2025~~concern. ~~On April 30, 2024, the lender of the September 2022 and December 2023 Notes~~Management’s ~~provided~~plans ~~the~~regarding ~~company~~these ~~with~~matters aare ~~non-convertible~~also ~~loan~~described in ~~the~~Note ~~amount of $50~~2. The ~~loan~~financial ~~bears~~statements ~~interest~~do atnot aninclude ~~annual~~any ~~rate~~adjustments ~~of 12%~~to ~~and~~reflect the possible ~~maturity~~future ~~date~~effects ~~is April~~on ~~30, 2025. On November 1, 2024,~~ the ~~lender~~recoverability ~~consolidated~~ and ~~exchanged~~classification ~~such notes, including interest owed for an aggregate outstanding balance~~ of ~~$242~~assets ~~(“New~~or ~~Promissory~~the ~~Note”).~~amounts ~~The~~and ~~New~~classification ~~Promissory Note bears interest at an annual rate~~ of ~~12%~~ ~~and~~liabilities ~~the~~that ~~maturity~~may ~~date~~result ~~is December 31, 2025. During the year ended December 31, 2024, the Company recorded interest~~from ~~expense in~~ the ~~amount~~outcome of ~~$0.3~~this ~~with respect to these loans~~uncertainty.

~~During the year ended December~~Basis ~~31,~~for ~~2024, the Company recorded accretion of debt discount of $7 in respect of the December 2023 Note.~~Opinion

~~Cash~~These financial ~~Flows~~statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

	Year ended December 31,
	2024			2023
Cash provided by / (used in)
Operating activities	$	(547	)	$	(710	)
Investing activities		-			-
Financing activities		545			180
Net decrease in cash and cash equivalents	$	(2	)	$	(530	)

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

~~Operating~~Our audits ~~activities~~included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

~~Net cash used in~~Critical ~~operating~~Audit activities was $547 for the year ended December 31, 2024 as compared to $710 for the year ended December 31, 2023. The amount in 2024 primarily consisted of net income of $5,521 offset by non-cash adjustments of $(6,507) (including: depreciation expense of $194, interest of $211, gain on settlement of debt of $15, warrant liabilities and derivative liabilities of ($7,126), accretion of debt discount of $199 and decreased by a change in working capital excluding cash of $439. The amount in 2023 primarily consisted of a net loss of $6,133 offset by non-cash charges of $4,869 (including: depreciation expense of $+260, loss on settlement of derivative of $302, amortization of note discount $1,269, loss on the change in fair value of warrant derivative liability of $2,685, loss on lease incentive of $184, and loss on the change in fair value of derivative liability of $249, partially offset by a gain on settlement of debt of $10 and gain on sale of property and equipment of $70), and increased by a change in working capital excluding cash of $554. Matters

~~Investing~~Critical audit ~~activities~~matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the financial statements and (ii) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters.

~~Net~~/s/ ~~cash~~RBSM ~~used~~LLP byWe ~~investing activities~~have ~~was~~served $0as ~~for~~the ~~both~~Company’s ~~years~~auditor ~~ended~~since ~~December~~2017. 31Larkspur, ~~2024~~CA ~~and~~March ~~2023.~~17, 2026 PCAOB ID: 587

34F-1

~~Financing~~PART I ~~activities~~– FINANCIAL INFORMATION

~~During the year ended December~~Item ~~31, 2024, cash provided by financing activities totaled $545 which includes $420 from the issuance of stock under the lease agreement and $125 from proceeds from loans payable~~1. ~~During~~Financial the year ended December 31, 2023, cash provided by financing activities totaled $180 which includes $340 from the issuance of stock under the lease agreement, $25 from proceeds from loans payable and $15 from proceeds of related party loans payable, offset by repayment of loan payable of $200. Statements

~~Off–balance~~MGT CAPITAL ~~sheet~~INVESTMENTS, ~~arrangements~~INC.

~~As of December 31, 2024,~~BALANCE we had no obligations, assets or liabilities which would be considered off–balance sheet arrangements. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off–balance sheet arrangements.SHEETS

~~Item~~(Dollars in ~~7A.~~thousands, ~~Quantitative~~except ~~and~~per-share ~~Qualitative Disclosure About Market Risk~~amounts)

The Company is not exposed to market risk related to interest rates on foreign currencies. Inflation, particularly in the price of electricity has materially affected us during the past fiscal year; and we believe that inflation may significantly impact our business in 2025. We do not believe that our business is seasonal in nature.

	2025			2024
	December 31,
	2025			2024
Assets
Current assets
Cash and cash equivalents	$	103		$	6
Accounts receivable		-			45
Other current assets		3			-
Total current assets		106			51

Non-current assets
Property and equipment, net		-			713
Total assets	$	106		$	764

Liabilities and Stockholders’ Deficit
Current liabilities
Accounts payable	$	458		$	532
Accounts payable, related party		45			45
Accounts payable		45			45
Accrued expenses and other payables		333			473
Security deposit		-			45
Note payable		-			1,882
Note payable, related party		15			15
Note payable		15			15
Operating lease liability		-			20
Common stock to be issued		360			240
Total current liabilities		1,211			3,252

Non-current liabilities
Convertible note payable, net of unamortized discount of $44		1,176			-
Total liabilities		2,387			3,252

Commitments and Contingencies (Note 9)		-			-

Stockholders’ Deficit
Series D convertible preferred stock, $0.001 par value, 1,000,000 shares authorized. 0 and 650,000 shares issued and outstanding at December 31, 2025 and 2024, respectively.		-			1
Preferred stock, value		-			1
Common stock, $0.001 par value; 10,000,000,000 shares authorized; 4,640,670,903 and 2,490,670,903 shares issued and outstanding at December 31, 2025 and 2024, respectively.		4,641			2,491
Additional paid-in capital		419,815			421,538
Accumulated deficit		(426,737	)		(426,518	)
Total stockholders’ deficit		(2,281	)		(2,488	)

Total Liabilities and Stockholders’ Deficit	$	106		$	764

~~Item~~The accompanying 8.notes ~~Financial~~are ~~Statements~~an ~~and~~integral ~~Supplementary~~part ~~Data~~of these financial statements.

~~See Financial Statements and Schedules attached hereto.~~F-2

~~Item~~MGT CAPITAL 9.INVESTMENTS, ~~Changes in and Disagreements with Accountants on Accounting and Financial Disclosure~~INC.

~~None.~~STATEMENTS OF OPERATIONS

~~Item~~(Dollars in ~~9A.~~thousands, ~~Controls~~except ~~and~~per-share ~~Procedures~~amounts)

Evaluation of Disclosure Controls and Procedures

	2025			2024
	For the years ended December 31,
	2025			2024
Revenue
Bitcoin mining	$	29		$	143
Hosting services		58			179
Total revenue		87			322
Operating expenses
Cost of revenue		89			395
General and administrative		795			1,051
Total operating expenses		884			1,446
Operating loss		(797	)		(1,124	)

Other non-operating income (expense)
Interest expense		(143	)		(303	)
Change in fair value of warrant derivative liability		-			4,150
Change in fair value of derivative liability		-			2,976
Accretion of debt discount		(6	)		(199	)
Gain on sale of property and equipment		676			-
Gain on settlement of debt		-			15
Other income		51			6
Total non-operating income		578			6,645

Net (loss) income	$	(219	)	$	5,521

Per-share data
Basic and diluted, net (loss) income per share	$	(0.00	)	$	0.00
Basic and diluted, weighted average number of common shares outstanding		3,009,164,054			1,278,102,597

~~We maintain disclosure controls~~The ~~and~~accompanying ~~procedures~~notes ~~designed to ensure that the information we~~ are ~~required~~an tointegral ~~disclose~~part ~~in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified under the rules and forms~~ of ~~the~~these SEC. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that such information is accumulated and communicated to our management, including our Interim Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures. As required by paragraph (b) of Rules 13a-15 and 15d-15 under the Exchange Act, our Interim Chief Executive Officer (our principal executive) and Chief Financial Officer (our principal financial ~~officer and principal accounting officer) carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2024~~statements. Based on this evaluation, our Interim Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in paragraph (e) of Rules 13a-15 and 15d-15 under the Exchange Act) were not effective as December 31, 2024, due to the material weaknesses described below

~~Limitations on Internal Control over Financial Reporting~~F-3

~~An internal control system~~MGT ~~over~~CAPITAL ~~financial reporting has inherent limitations and may not prevent or detect misstatements. Therefore~~INVESTMENTS, ~~even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation~~INC. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

35STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

~~Management’s~~FOR THE ~~Annual~~YEARS ~~Report~~ENDED onDECEMBER ~~Internal Control~~31, ~~over~~2025 ~~Financial~~AND ~~Reporting~~2024

~~Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15~~(~~f) and 15d-15(f).~~Dollars Internal control over financial reporting is a process used to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external purposes in accordance with generally accepted accounting principles in the United States. Internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of our financial statements in accordance with generally accepted accounting principles in the United Statesthousands, ~~and~~except ~~that~~per-share our receipts and expenditures are being made only in accordance with the authorization of our board of directors and management; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.amounts)

Under the supervision and with the participation of our management, including our Interim Chief Executive Officer (our principal executive) and Chief Financial Officer (our principal financial officer and principal accounting officer), we performed a complete documentation of the Company’s significant processes and key controls, and conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. Based on this evaluation, management concluded that our internal control over financial reporting was not effective as of December 31, 2024, due to the material weaknesses described below.

	Shares			Amount			Shares		Amount		Capital			Deficit			Deficit
	Preferred Stock						Common Stock				Additional Paid-In			Accumulated			Total Stockholders’
	Shares			Amount			Shares		Amount		Capital			Deficit			Deficit
Balance at January 1, 2024		-		$	-			849,170,903	$	849	$	422,332		$	(432,039	)	$	(8,858	)

Cashless exercise of warrants and extinguishment of related warrant derivative liability		-			-			103,500,000		104		(41	)		-			63
Issuance of shares in respect of lease agreement		-			-			62,000,000		62		214			-			276
Conversion of convertible note into Common Stock		-			-			126,000,000		126		287			-			413
Issuance of Common Stock in connection with exchange agreement		-			-			600,000,000		600		(571	)		-			29
Issuance of Common Stock in connection with		-			-			750,000,000		750		(713	)		-			37
Issuance of Preferred Stock in connection with exchange agreement		650,000			1			-		-		30			-			31
Net income		-			-			-		-		-			5,521			5,521
Balance at December 31, 2024		650,000		$	1			2,490,670,903	$	2,491	$	421,538		$	(426,518	)	$	(2,488	)
Balance		650,000		$	1			2,490,670,903	$	2,491	$	421,538		$	(426,518	)	$	(2,488	)

Issuance of common stock to a director, officer & employee		-			-			700,000,000		700		(624	)		-			76
Issuance of common stock in connection with note exchange agreement		-			-			500,000,000		500		(450	)		-			50
Conversion of preferred stock into common stock		(650,000	)		(1	)		650,000,000		650		(649	)		-			-
Issuance of Preferred Issuance of common stock		-			-			300,000.000		300		-			-			300
Net loss		-			-			-		-		-			(219	)		(219	)
Net Income (loss)		-			-			-		-		-			(219	)		(219	)
Balance at December 31, 2025		-		$	-			4,640,670,903	$	4,641	$	419,815		$	(426,737	)	$	(2,281	)
Balance		-		$	-			4,640,670,903	$	4,641	$	419,815		$	(426,737	)	$	(2,281	)

~~A material weakness is defined~~The ~~within~~accompanying ~~the~~notes ~~Public~~are ~~Company~~an ~~Accounting~~integral ~~Oversight~~part ~~Board’s Auditing Standard No. 5 as a deficiency or a combination~~ of ~~deficiencies in~~these ~~internal control over~~ financial ~~reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial~~ statements ~~will not be prevented or detected on a timely basis~~. ~~We determined that our internal control of financial reporting had the following material weakness:~~

~~● Due to the small size of the Company, the Company does not maintain sufficient segregation of duties to ensure the processing, review and authorization of all transactions including non~~F-~~routine transactions.~~4

●MGT CAPITAL ~~In addition~~INVESTMENTS, ~~the Company used a personal brokerage account/crypto wallet of its then CEO to effect the sales of its mined Bitcoin~~INC. ~~These transactions occur approximately monthly and were executed and documented to provide no cost to the Company and no benefit to our then CEO.~~

~~This Annual Report on Form~~STATEMENTS ~~10-K~~OF ~~does~~CASH not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting since the Company is a smaller reporting company under the rules of the SEC.FLOWS

~~Changes~~ (Dollars in ~~Internal~~thousands, ~~Control~~except ~~over~~per-share ~~Financial Reporting~~amounts)

During the year ended December 31, 2024, there were no changes in internal control over financial reporting.

	2025			2024
	For the Years Ended December 31,
	2025			2024
Cash Flows From Operating Activities
Net (loss) income	$	(219	)	$	5,521
Adjustments to reconcile net (loss) income to net cash used in operating activities
Depreciation		39			194
Interest		-			211
Gain on sale of property and equipment		(676	)		-
Change in fair value of warrant derivative liability		-			(4,150	)
Change in fair value of derivative liability		-			(2,976	)
Non-cash stock-based compensation		20			-
Accretion of debt discount		6			199
Loss on settlement of debt		-			15
Change in operating assets and liabilities
Accounts receivable		45			(28	)
Prepaid expenses and other current assets		(3	)		-
Accounts payable		(74	)		163
Accounts payable - related party		-			30
Accrued expenses		(84	)		276
Security deposit		(45	)		-
Net cash used in operating activities		(991	)		(547	)

Cash Flows From Investing Activities
Proceeds from sale of property		1,350			-
Net cash provided by investing activities		1,350			-

Cash Flows From Financing Activities
Proceeds from issuance of stock under lease agreement		100			420
Proceeds from sale of stock under equity purchase agreement		300			-
Proceeds from loans payable		26			125
Repayment of loans payable		(688	)		-
Net cash provided by (used in) financing activities		(262	)		545

Net change in cash and cash equivalents		97			(2	)
Cash and cash equivalents, beginning of year		6			8
Cash and cash equivalents, end of year	$	103		$	6

Supplemental disclosure of cash flow information
Cash paid for interest	$	143		$	92
Cash paid for income tax	$	-		$	-

Non-cash investing and financing activities
Conversion of Series D Preferred stock into shares of common stock	$	1		$	-
Issuance of common stock to a director	$	56		$	-
Cashless exercise of warrants and extinguishment of related warrant derivative liability	$	-		$	63
Issuance of Common Stock in respect of lease agreement	$	-		$	276
Issuance of Common Stock in connection with exchange agreement	$	-		$	29
Issuance of Common Stock in connection with note exchange agreement	$	50		$	37
Issuance of Preferred Stock in connection with exchange agreement	$	-		$	31
Conversion of convertible note into common stock	$	-		$	413

~~Item~~The accompanying ~~9B.~~notes ~~Other~~are ~~Information.~~an ~~None~~integral part of these financial statements.

~~Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable.~~F-5

36MGT CAPITAL INVESTMENTS, INC.

~~PART~~NOTES TO ~~III~~THE FINANCIAL STATEMENTS

~~Item~~(Dollars in ~~10. Directors~~thousands, ~~Executive~~except ~~Officers~~share and ~~Corporate~~per–share ~~Governance~~amounts)

Name	Age	Position
Jonathan M. Pfohl	59	Interim Chief Executive Officer, Chief Financial Officer
Michael G. Onghai	55	Chairman of the Audit Committee, Compensation Committee and Nominating/Corporate Governance Committee Member, Independent Director

Note 1. Organization and Basis of Presentation

~~Directors are elected based~~Organization ~~on experience, qualifications~~ and in accordance with the Company’s by–laws to serve until the next annual stockholders meeting and until their successors are elected in their stead. Officers are appointed by the Board and hold office until their successors are chosen and qualified, until their death or until they resign or have been removed from office. All corporate officers serve at the discretion of the Board. There are no family relationships between any director or executive officer and any other director or executive officer of the Company.Business

~~Jonathan M. Pfohl~~MGT ~~was~~Capital ~~appointed~~Investments, ~~Chief~~Inc. ~~Financial~~(“MGT” ~~Officer~~or of the “Company”) onhas ~~June~~historically 1,operated ~~2025~~in ~~and assumed~~ the ~~additional~~Bitcoin ~~role~~mining ofand ~~Interim Chief Executive~~hosting ~~Officer~~industry. inDuring ~~August~~the ~~2025.~~year ~~Since~~ended ~~2024,~~December ~~Mr. Pfohl~~31, ~~age 59~~2025, ~~has~~the ~~served~~Company’s asoperations ~~the~~consisted ~~principal~~ of VCboth ~~Partners~~hosting ~~Group~~services ~~LLC,~~for ~~a CFO advisory service~~third-party tominers ~~companies in early-stage growth~~ and ~~later~~self-~~stage~~mining ~~restructuring.~~activities ~~From~~at ~~2018-2024~~its hefacility ~~served~~in asLaFayette, ~~the~~Georgia. ~~CFO~~Revenue ofwas ~~Virtual~~generated ~~Currency~~from ~~Partners LLC,~~(i) a ~~venture~~fixed-fee ~~capital~~hosting ~~group.~~contract with ~~From~~one ~~2019-2022~~customer heand ~~served~~(ii) asthe ~~CFO~~mining of ~~Liquid~~Bitcoin ~~Financial~~using ~~USA,~~Company-owned ~~Inc~~machines, anthe ~~early-stage~~proceeds ~~cryptocurrency exchange. From 2013-2018 he served as CFO~~ of ~~Scio~~which ~~Diamond~~were ~~Technology~~converted ~~Corp~~to ~~(OTC:SCIO)~~U.S. Hedollars ~~received his BS and MBA from the State University of~~shortly ~~New~~after ~~York at Buffalo~~receipt.

~~Paul~~During the Ryear, the Company’s mining activity also included the use of approximately 115 third party-owned miners that management considered abandoned. ~~Taylor~~The ~~was~~Company offered third-party owners of miners a hosting service whereby MGT operated and maintained miners for a fixed ~~appointed~~monthly ~~Interim~~fee. ~~Principal~~All ~~Executive~~miners, ~~Officer~~both Company-owned and ~~Interim~~hosted, ~~Principal~~were ~~Financial~~housed ~~Officer~~in ofa modified shipping container on property owned by the Company in onGeorgia. ~~September~~On 2March 15, ~~2024~~2025, the Company’s lease with its primary hosting customer expired and ~~served~~the Company discontinued its own ~~until~~self-mining ~~his~~activities. ~~resignation~~As inof ~~August~~December 31, 2025 and March 16, 2026, the Company continued to own 35 Antminer S19 Pro miners with the capability of providing approximately 3 Petahashes per second (“PH/s”) of hash power for self-mining. These miners were placed in storage pending evaluation of redeployment alternatives.

~~Robert~~The Company’s B.business ~~Ladd~~model ~~served as~~has ~~President,~~historically ~~Chief~~been ~~Executive~~dependent ~~Officer,~~on ~~Acting~~the ~~Chief~~economics ~~Financial~~of ~~Officer~~digital ~~and~~asset ~~Director~~mining, ofincluding the ~~Company~~price ~~until~~of ~~his~~Bitcoin, network ~~resignation~~difficulty, ~~effective~~electricity ~~August 29~~costs, ~~2024.~~and ~~Mr.~~access ~~Ladd’s~~to ~~resignation~~competitively ~~was~~priced ~~not~~power. Following the ~~result~~cessation of ~~any~~mining ~~disagreement~~operations, ~~with~~management’s focus ~~the~~has ~~Company~~shifted onto ~~any~~preserving ~~matter~~liquidity ~~relating~~and evaluating strategic alternatives to monetize or repurpose its ~~operations,~~existing assets and to identify ~~policies,~~new orbusiness ~~practices~~opportunities.

~~Michael G. Onghai~~Following ~~was~~the ~~appointed~~cessation aof ~~director~~its indigital-asset ~~May~~mining ~~2012.~~operations ~~Mr.~~in ~~Onghai,~~March ~~age~~2025 ~~55,~~and ~~has been~~ the ~~CEO~~sale of ~~LookSmart~~its ~~(OTC: LKST)~~LaFayette, ~~since~~Georgia ~~February~~facility ~~2013.~~in HeMay ~~has~~2025, ~~been~~ the ~~founder~~Company ~~and~~currently ~~Chairman~~does ofnot ~~AppAddictive,~~have anany ~~advertising~~active ~~and~~revenue-generating ~~social commerce platform since July 2011~~operations. ~~Mr. Onghai is the President of Snowy August~~ Management ~~LLC,~~has acontinued ~~special~~to ~~situations~~actively ~~fund~~manage ~~concentrating~~its onremaining ~~the Asian market~~assets, ~~spin–offs and event–driven situations. Mr. Onghai~~including isits ~~the~~cryptocurrency ~~founder~~mining ofequipment ~~Stock Sheet, Inc.,~~ and ~~Daily~~corporate ~~Stocks~~infrastructure, ~~Inc.~~while –pursuing ~~the~~new ~~web’s~~business ~~early~~opportunities ~~providers of financial information~~ and ~~search engine~~potential ~~related content for financial information~~acquisitions. ~~Mr. Onghai has founded several other internet technology companies for the last two~~ ~~decades.~~Management ~~Mr.~~intends ~~Onghai is an advisor~~ to ~~several~~redeploy ~~internet~~the ~~incubators~~Company’s ~~and~~resources istoward aoperating ~~panelist~~businesses ~~who~~or ~~advises~~investments ~~FundersClub~~in onsectors ~~which~~aligned ~~companies~~with ~~to accept for~~ its ~~pioneering venture capital platform. Mr. Onghai has earned his designation as a Chartered Financial Analyst (2006) and holds~~historical aexpertise ~~B.S.~~ in ~~Electrical~~digital ~~Engineering and Computer Science from the University of California~~assets, ~~Los~~financial Angeles and graduated from the Executive Management Certificate Program in Value Investing (The Heilbrunn Center for Graham & Dodd Investing) Graduate School of Business at Columbia Business School. The Board believes that Mr. Onghai has the experiencetechnology, ~~qualifications, attributes~~ and ~~skills~~data ~~necessary to serve as a director and chairman of the Audit Committee because of his years of business experience and financial expertise~~infrastructure.

~~Family~~Basis of ~~Relationships~~presentation

~~There~~The accompanying ~~are~~financial nostatements ~~family~~for ~~relationships~~the years ended December 31, 2025 and 2024 have been prepared in accordance with generally accepted ~~among~~accounting ~~any~~principles in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the ~~Company’s~~United ~~directors~~States Securities and ~~executive~~Exchange ~~officers~~Commission (“SEC”).

37Disposition of Hosting Facility – ASC 205-20 Classification Assessment

~~Board~~As of ~~Role~~March 31, 2025, management was evaluating strategic alternatives for the Company’s mining and hosting facility in ~~Risk~~LaFayette, Georgia ~~Oversight~~following the expiration of the Company’s primary hosting agreement earlier in the month. While the Company engaged in preliminary discussions with potential counterparties, no approved plan of sale existed at March 31, 2025, multiple alternatives were still being evaluated, and the Board of Directors did not approve a plan to sell the facility until April 1, 2025. Accordingly, the disposal group did not meet the criteria for classification as held for sale under ASC 205-20-45-1E as of March 31, 2025, because management had not committed to a plan to sell and the criteria requiring a sale to be probable within one year were not met.

The ~~Board’s primary~~ ~~function~~Company iscompleted ~~one~~the sale of ~~oversight. The Board as a whole works with~~ the ~~Company’s~~facility ~~management team to promote~~ and ~~cultivate~~related ainfrastructure ~~corporate environment~~in ~~that~~May ~~incorporates enterprise-wide risk management into strategy and operations~~2025. Management ~~periodically~~has ~~reports~~evaluated to the ~~Board about~~requirements ~~the identification, assessment and management~~ of ~~critical~~ASC ~~risks~~ 205-20 and ~~management’s~~concluded ~~risk~~that ~~mitigation strategies. Each committee of~~ the ~~Board~~sale isdoes ~~responsible~~not ~~for~~meet the ~~evaluation~~criteria offor ~~elements~~discontinued ofoperations ~~risk management based on the committee’s expertise~~ and ~~applicable regulatory~~has ~~requirements.~~been Inpresented ~~evaluating~~within ~~risk,~~continuing ~~the Board and its committees consider whether the Company’s programs adequately identify~~operations ~~material~~for ~~risks~~all inperiods ~~a timely manner and implement appropriately responsive risk management strategies throughout the organization~~presented. ~~The audit~~Management ~~committee~~continues ~~focuses on assessing and mitigating financial risk, including risk related~~ to ~~internal~~evaluate ~~controls,~~strategic ~~and~~alternatives; ~~receives at least quarterly reports from management on identified risk areas. In setting compensation~~however, ~~the~~no ~~compensation~~decision ~~committee~~has ~~strives~~been made to ~~create incentives~~discontinue ~~that~~any ~~encourage behavior consistent with the Company’s~~ business ~~strategy~~line, ~~without encouraging undue risk-taking. The nominating committee considers areas of potential risk within corporate governance~~ and ~~compliance, such as management succession. Each of~~ the ~~committees reports~~Company ~~regularly~~remains toan ~~the~~active ~~Board~~corporate asentity apursuing ~~whole~~new ~~as to their findings with respect to the risks they are charged with assessing~~opportunities.

~~Code of Business Conduct and Ethics~~Inflation

~~On July 11, 2018, the Board~~Electricity ~~revised~~and ~~the~~other ~~Code~~prices ofare ~~Business~~vulnerable ~~Conduct~~to ~~and~~inflation ~~Ethics~~ which ~~applies~~may toincrease ~~all directors and employees including~~ the Company’s ~~principal executive~~mining ~~officer,~~costs ~~principal financial officer~~ and ~~principal~~operating ~~accounting~~expenses ~~officer~~including ~~or persons performing similar functions. Prior to July~~the ~~11,~~cost ~~2018, the Company’s employees and directors were subject to the previous Code~~ of ~~Ethics~~mining ~~adopted by the Board on June 25, 2012~~equipment.

~~Copies of the Code of Business~~Note ~~Conduct and Ethics can be obtained, without charge by writing to the Corporate Secretary at MGT Capital Investments, Inc~~2., ~~540~~Going ~~Montreal Ave,~~Concern ~~Suite~~and ~~133,~~Management’s ~~Melbourne, FL 32935, or through our corporate website at mgtci.com.~~Plans

~~Insider~~The accompanying ~~Trading~~financial ~~Policy~~statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of December 31, 2025, the Company had incurred significant operating losses since inception and continues to generate losses from operations. For the year ended December 31, 2025, the Company had a net loss of $219 and cash used in operating activities of $991. As of December 31, 2025, the Company had an accumulated deficit of $426,737, cash and cash equivalents of $103, and our working capital deficit was $1,105.

~~The~~Since January 2023, the Company has ~~implemented~~secured $2,675 in working capital through the issuance of a convertible note, the sale of equity and anwarrants, ~~Insider~~proceeds ~~Trading~~from ~~Policy~~the ~~applicable~~sale toof ~~its~~assets ~~officers~~and related party notes. In addition, ~~directors~~management has made modifications to simplify our capital structure and ~~employees~~extend ~~with~~maturities ~~access~~of our debt to ~~material~~provide ~~nonpublic~~additional ~~information,~~financial asand ~~well~~strategic flexibility. The Company will require additional asfunding ~~such~~to ~~persons’~~grow ~~family~~its ~~members,~~operations. ~~which~~Management ~~prohibits~~intends ~~such~~to ~~persons~~continue ~~from~~raising ~~conducting~~capital ~~transactions~~through ~~involving~~debt ~~the~~and ~~purchase~~equity oras ~~sale~~opportunities ofarise ~~the~~to meet our on-going working capital needs. Further, depending upon operational profitability, the Company’s ~~securities~~may ~~while~~also inneed ~~possession~~to ofraise ~~material~~additional funding ~~nonpublic~~for ~~information~~ongoing working capital purposes. AThere ~~copy~~can ofbe no assurance however that the Company’s ~~Insider~~will ~~Trading~~be ~~Policy is~~able ~~filed~~to raise additional capital as ~~Exhibit~~and ~~19.1~~when ofneeded, ~~this~~or ~~Report~~at terms deemed acceptable, if at all.

While the granting of options and other equity awards to officers, directors and other employees is not expressly addressed in the Insider Trading Policy described above, the Company follows the same principles set forth in such Policy when granting equity awards, including options, to its officers, directors and other employees with access to material nonpublic information. Generally the Board or Compensation Committee does not approve grants of such awards close in time to the disclosure of material nonpublic information, and does not take material nonpublic information into account when determining the timing and terms of such an award. Further, the Company does not have a policy or practice of timing the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.F-6

~~Audit~~Following the ~~Committee~~cessation of its digital-asset mining operations in March 2025 and ~~Audit~~the ~~Committee~~sale ~~Financial~~of its LaFayette, Georgia facility in May 2025, the Company ~~Expert~~currently does not have any active revenue-generating operations. In addition, there have been management changes and the Company will require additional funding to re-establish and grow its operations. The Company has addressed this by raising $675 in its equity offering that expired on January 29, 2025, but will need to raise additional capital beyond this offering. While new leadership is overseeing strategic and financing initiatives, there can be no assurance that the Company will be able to raise additional capital when needed to support these efforts, or at terms deemed acceptable, if at all.

OnSuch factors ~~November~~raise ~~25,~~substantial ~~2004,~~doubt about the ~~Board~~ ~~established~~Company’s anability ~~Audit~~to ~~Committee~~sustain tooperations ~~carry~~for ~~out~~at ~~its~~least ~~audit~~one ~~functions~~year from the issuance of these financial statements. AtThe ~~December~~accompanying ~~31,~~financial ~~2024,~~statements do not include any adjustments related to the ~~membership~~recoverability and classification of asset amounts or the ~~Audit~~classification ~~Committee~~of ~~was~~liabilities that might be necessary should the Company ~~Michael~~be ~~Onghai~~unable to continue as a going concern.

~~The Board has determined~~Note ~~that~~3. ~~Michael~~Summary ~~Onghai,~~of anSignificant ~~independent~~Accounting ~~director, is the Audit Committee financial expert, as defined in Regulation S–K promulgated under the Exchange Act, serving on its Audit Committee.~~Policies

38Use of estimates and assumptions and critical accounting estimates and assumptions

~~Item~~The preparation 11of financial statements in conformity with U.S. ~~Executive~~GAAP ~~Compensation~~requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements and also affect the amounts of revenues and expenses reported for each period. Actual results could differ from those which result from using such estimates. Management utilizes various other estimates, including but not limited to determining the estimated lives of long-lived assets, determining the potential impairment of long-lived assets, the fair value of warrants issued, the fair value of conversion features, and the valuation allowance for deferred tax assets. The results of any changes in accounting estimates are reflected in the financial statements in the period in which the changes become evident. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the period that they are determined to be necessary.

~~Summary~~Cash and ~~Compensation~~cash ~~Table~~equivalents

The Company ~~following~~considers ~~table~~all ~~summarizes~~highly ~~Fiscal~~liquid ~~Years~~instruments ~~2024~~with an original maturity of three months or less when acquired to be cash equivalents. The Company’s combined accounts were $103 and ~~2023~~$6 ~~compensation~~as ~~for~~of ~~services~~December 31, 2025 and 2024, respectively. Accounts are insured by the FDIC up to $250 per financial institution. The Company has not experienced any losses in ~~all~~such ~~capacities~~accounts with these financial institutions. As of December 31, 2025 and 2024, the Company’s ~~named~~had ~~executive~~$0 ~~officers:~~and $0, respectively, in excess over the FDIC insurance limit.

Name	Principal Position	Year	Salary		Bonus		Stock awards		All other compensation		Total compensation
Robert B. Ladd	Former President, Chief Executive Officer and Former Acting Chief Financial Officer	2024	$	170	$	-	$		$		$	170
		2023	$	255	$	-	$	-	$	-	$	255
Paul R. Taylor	Former Interim Principal Executive Officer and Interim Former Interim Principal Financial Officer	2024	$	40	$	-	$	-	$	-	$	40

Accounts Receivable

MrAccounts receivable are generally unsecured. ~~Ladd~~The ~~resigned~~Company ~~from~~establishes ~~his~~an ~~positions~~allowance asfor ~~President,~~doubtful ~~Chief~~accounts ~~Executive~~receivable based on the age of outstanding ~~Officer~~invoices and ~~Acting~~management’s ~~Chief~~evaluation ~~Financial~~of ~~Officer~~collectability. ~~effective~~Accounts ~~August~~are ~~29,~~written ~~2024~~off after all reasonable collection efforts have been exhausted and management concludes that likelihood of collection is remote. AsAny afuture ~~result,~~recoveries ~~his~~are ~~compensation~~applied against the allowance for doubtful accounts. As of December 31, 2025 and 2024, ~~reflects~~we ~~salary~~did ~~earned~~not believe we needed to reserve for any doubtful accounts.

~~Employment Agreements~~Crypto Assets

~~Robert~~Effective January B1, 2025, the Company adopted ASU 2023-08, Accounting for and Disclosure of Crypto Assets (ASC 350-60), which requires eligible crypto assets to be measured at fair value with changes in fair value recognized in net income. ~~Ladd~~The Company applied the new guidance prospectively and recognized no cumulative-effect adjustment to beginning retained earnings, as no crypto assets were held at December 31, 2024. The adoption did not have a material impact on any accounting or disclosure items with the adoption of ASU 2023-08.

OnUnder this ~~April 1~~policy, ~~2018,~~crypto ~~the~~assets ~~Company entered~~are ~~into~~included anin ~~Amended~~current assets on the balance sheet and ~~Restated~~are ~~Executive~~measured ~~Employment~~at ~~Agreement~~fair (value using quoted market prices as of the ~~“Employment~~balance ~~Agreement”~~sheet date. Changes in fair value are recorded in Other income (expense) ~~with~~in ~~Mr.~~the ~~Ladd,~~statements ~~which~~of ~~was~~operations. Sales of ~~executed~~crypto onassets ~~April~~are 6,included ~~2018~~within investing activities in the statements of cash flows, and ~~amended~~any realized gains or losses are recognized based on ~~November~~the 11first-in, ~~2020~~first-out (FIFO) method.

MrHistorically, the Company received Bitcoin as non-cash consideration from participation in third-party mining pools in exchange for providing computing power used in the mining process. ~~Ladd’s~~Bitcoin ~~employment~~rewards earned from mining activities were recognized as revenue under ASC 606 at fair value ~~with~~at the ~~Company~~time ~~terminated~~the ~~effective~~reward ~~August~~was ~~29,~~confirmed ~~2024~~by the mining pool operator.

~~Paul~~For the Rperiods ended December 31, 2025, the Company converted all crypto assets received from mining activities to U.S. ~~Taylor~~dollars shortly after receipt and did not hold any crypto assets at December 31, 2025, or 2024; therefore, adoption of ASU 2023-08 did not have a material impact on the Company’s financial statements.

OnThe Bitcoin ~~September~~Blockchain 2,and ~~2024,~~ the ~~Company~~ ~~entered~~cryptocurrency ~~into~~reward anfor ~~Employment~~solving ~~Agreement~~a ~~(the~~block ~~“Taylor~~is ~~Employment~~subject ~~Agreement”)~~to ~~with~~periodic Mrincremental halving. ~~Taylor,~~Halving ~~which~~is ~~was~~a ~~executed~~process designed onto ~~September 2,~~control ~~2024.~~the Mroverall supply and reduce the risk of inflation in cryptocurrencies using a Proof-of-Work consensus algorithm. At ~~Taylor~~a ispredetermined ~~entitled~~block, tothe ~~receive~~mining anreward ~~annual~~is ~~salary~~cut in half, hence the ~~amount~~term of“Halving.” ~~$10~~A ~~per~~Halving ~~calendar~~for ~~month,~~bitcoin occurred in ~~arrears~~April 2024, with $5a revised reward payout of 3.125 Bitcoin per ~~month~~block. toMany factors influence the price of Bitcoin and potential increases or bedecreases ~~accrued~~in prices in advance of or following a future halving is unknown.

~~Mr.~~The following ~~Taylor’s~~table ~~employment agreement~~presents ~~terminated~~the onactivities ~~June~~of 25digital currencies for the years ended December 31, 2025. and 2024:

~~Jonathan~~Schedule M.of ~~Pfohl~~Digital Currencies

On June 1, 2025, the Company entered into an Employment Agreement (the “Pfohl Employment Agreement”) with Mr. Pfohl. The agreement provides for a salary of $5 per month, plus reimbursement of out-of-pocket business expenses. The company or Mr. Pfohl may terminate the agreement on ten (10) business days’ notice. On June 25, 2025, Mr. Pfohl was appointed to the additional position of Interim Chief Executive Officer without an amendment to the terms of his employment agreement.

Digital currencies at January 1, 2024	-
Additions of digital currencies from mining		143
Realized loss on sale of digital currencies		8
Sale of digital currencies		(151	)
Effect of adoption of ASU 2023-08¹		-
Digital currencies at December 31, 2024	$	-
Additions of digital currencies from mining		29
Realized loss on sale of digital currencies		-
Sale of digital currencies		(29	)
Digital currencies at December 31, 2025	$	-

~~Outstanding~~1 ~~Equity~~Effective ~~Awards~~January 1, 2025, the Company adopted ASU 2023-08, Accounting for and Disclosure of Crypto Assets (ASC 350-60). Adoption did not result in any cumulative-effect adjustment to retained earnings because no crypto assets were held at December 31, 2024 or 2025.

~~Outstanding Stock Awards for Fiscal Years 2024 and 2023~~F-7

~~None~~Property and Equipment

39Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated using the straight–line method on the various asset classes over their estimated useful lives, which range from one to ten years when placed in service. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition.

~~Director Compensation~~Leases

The Company ~~following~~accounts ~~table~~for ~~sets forth~~its leases under ASC 842, Leases. Under this guidance, arrangements meeting the ~~compensation~~definition of ~~persons~~a ~~who~~lease ~~served~~are classified as operating or financing leases and are recorded on the balance sheet as both a ~~member~~right of ~~our~~use ~~Board~~asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right of ~~Directors~~use ~~during~~asset ~~all~~is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of ~~2024~~the right of use asset result in straight-line rent expense over the lease term. Variable lease expenses, if any, are recorded when incurred.

Name		Fees Earned Or Paid in Cash				Stock Awards				All Other Compensation				Total
Michael G. Onghai		$	32			$	-			$	-			$	32

Impairment of long-lived assets

~~Directors~~Long-lived assets are ~~reimbursed~~reviewed for impairment whenever facts or circumstances either internally or externally may suggest that the carrying value of an asset may not be recoverable, should there be an indication of impairment, we test for ~~their~~recoverability ~~out–~~by comparing the estimated undiscounted future cash flows expected to result from the use of~~–pocket~~ ~~expenses~~the ~~incurred~~asset into ~~connection~~the ~~with~~carrying amount of the ~~performance~~asset or asset group. Any excess of ~~Board~~the ~~duties~~carrying value of the asset or asset group over its estimated fair value is recognized as an impairment loss.

~~Independent Director Compensation~~Segment Reporting

InThe Company ~~February~~operates ~~2022~~as a single reportable segment focused on digital currency data center operations, which consisted of two primary revenue-generating activities during the ~~Company~~period: (i) self-mining of Bitcoin and (ii) hosting services provided to third-party customers. These activities ~~changed~~were ~~its~~conducted ~~cash~~at ~~compensation~~the ~~policy~~Company’s ~~for~~facility ~~independent~~located ~~directors~~in the United States. ~~Each~~Management ~~independent~~evaluates ~~director~~financial ~~will~~performance ~~receive~~and ~~annual~~allocates resources ~~compensation~~on ofa ~~$32~~consolidated basis, ~~up from~~and ~~$30~~therefore ~~previously~~the Company is managed as a single reporting segment under ASC 280.

~~Item~~The Chief ~~12.~~Operating ~~Security~~Decision ~~Ownership~~Maker of(“CODM”), ~~Certain~~identified ~~Beneficial~~as ~~Owners~~the ~~and~~Company’s ~~Management~~Interim Chief Executive Officer & Chief Financial Officer, regularly reviews revenue, cost of revenues and ~~Related~~operating ~~Stockholder~~income ~~Matters~~(loss), as the primary measure of segment performance and capital allocation.

~~Security~~The following ~~Ownership~~tables ofpresent ~~Certain~~segment ~~Beneficial~~revenue and operating loss, including the significant expense items reviewed by the CODM, for the years ~~Owners~~ended December 31, 2025 and 2024:

~~The~~Schedule ~~following~~of ~~table~~Present ~~sets forth~~Segment ~~certain~~Revenue ~~information regarding beneficial ownership~~ and ~~voting~~Operating ~~power of the common stock as of November 7, 2025, of:~~Loss

● each person serving as a director, a nominee for director, or executive officer of the Company; ● all executive officers and directors of the Company as a group; and ● all persons who, to our knowledge, beneficially own more than five percent of the common stock.

	2025			2024
	For the years ended December 31,
	2025			2024

Total revenues	$	87		$	322
Less: Cost of revenues
Depreciation		39			194
Electricity and other expenses		50			201
General and administrative		795			1,051
Operating loss	$	(797	)	$	(1,124	)

~~“Beneficial ownership”~~The ~~here~~following ~~means~~table ~~direct~~reconciles oroperating ~~indirect~~loss ~~voting~~reviewed orby ~~investment power over outstanding stock and stock which a person has~~ the ~~right~~CODM to ~~acquire~~net ~~now or~~income ~~within~~(loss) ~~60 days after November 7, 2025. See the accompanying footnotes to the tables below~~ for ~~more detailed explanations of~~ the ~~holdings.~~ ~~Except~~years asended ~~noted,~~December ~~to our knowledge~~31, ~~the~~2025 ~~persons named in the tables beneficially own~~ and ~~have sole voting and investment power over all shares listed.~~2024:

Name and Address of Beneficial Owner (1)	Amount and Nature of Beneficial Ownership			Percentage of Class (2)
	2025			2024
Current Directors and Officers:
	For the years ended December 31,
Michael G. Onghai		500,586,000			11.5	%
	2025			2024
Jonathan M. Pfohl		100,000,000			2.3	%
Operating loss reviewed by CODM	$	(797	)	$	(1,124	)
All directors and executive officers (2 persons)		600,586,000			13.8	%
Other income		578			6,645
5% Owners
Net (loss) income	$	(219	)	$	5,521
Michael G. Onghai		500,586,000			11.5	%
Project Nickel LLC/Grady Kittrell 1310 Cordova Road Fort Lauderdale, FL 33316		3,720,440,000			66.9	%

	(1)	Unless otherwise noted, the addresses for the above persons are in care of the Company at 540 Montreal Ave., Suite 133, Melbourne, FL 32935.
	(2)	For the Current Directors and Officer the percentage of class is based on 4,340,670,903 shares of common stock issued and outstanding as of November 7, 2025. According to Schedule 13G/A file with the SEC on September 25, 2025, Project Nickel LLC holdings include (i) 2,500,000,000 shares of Common Stock held directly by Project Nickel, and (ii) 200,000 shares of Common Stock held by Grady Kitrell, the Manager of Project Nickel LLC and (iii) 1,220,240,000 shares issuable upon conversion of a Secured Convertible Promissory Note dated September 22, 2025 which is convertible at a price of $0.001 per share. The percentage is calculated based on 5,560,910,903 shares of Common Stock outstanding, which includes 4,340,670,903 shares of Common Stock outstanding as of November 7, 2025, and 1,220,240,000 shares of Common Stock issuable upon conversion of Project Nickel’s convertible securities.

For the year ended December 31, 2025, one customer accounted for 67% of the Company’s total revenue. For the year ended December 31, 2024, two customers accounted for 44% of total revenue, respectively.

40Revenue recognition

~~Securities Authorized for Issuance Under Equity Compensation Plans~~General

The Company ~~does~~recognizes ~~not~~revenue ~~have~~in accordance with Accounting Standards Codification 606, Revenue from Contracts with Customers (“ASC ~~any~~606”). ~~equity~~ASC ~~compensation~~606 ~~plans~~establishes ~~currently~~a inprinciples-based ~~effect~~framework ~~and~~for norecognizing ~~securities~~revenue ~~are~~that ~~authorized~~depicts the transfer of promised goods or ~~reserved~~services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those ~~issuance~~goods ~~under~~or ~~any~~services. ~~equity~~As ~~compensation~~of March 2025, the Company ceased all active revenue-generating operations related to cryptocurrency mining ~~arrangements~~and hosting activities. Accordingly, the following policies primarily relate to historical and comparative periods presented in these financial statements and any limited residual activities during the fiscal year ended December 31, 2025.

~~Item 13. Certain Relationships and Related Transactions and Director Independence~~F-8

~~The crypto exchange used~~Crypto byasset ~~the~~mining ~~Company~~(Historical ~~to monetize its self-mined Bitcoin experienced difficulties beginning in early 2023~~ and was ultimately shut down. The Company was unable to find a suitable replacement given its low transaction frequency and small trade volumes. As a consequence, the Company used a personal brokerage account/crypto wallet of its then CEO to effect the sales of its mined Bitcoin. These transactions occur approximately monthly and are executed and documented to provide no cost to the Company and no benefit to our former CEO. This has been remedied as of October 25, 2024 and the Company now has its own account/crypto wallet.Comparative)

OnThe Company ~~August~~recognizes 1,revenue ~~2023~~under aASC ~~former executive~~606. ~~loaned~~The core principle of the ~~Company~~revenue ~~$15.~~standard ~~The~~is ~~loan~~that ~~bears~~a ~~interest~~company atshould anrecognize ~~annual~~revenue ~~rate~~to depict the transfer of ~~4.43%.~~promised Agoods ~~maturity~~or ~~date~~services ~~has~~to ~~not~~customers ~~yet~~in ~~been~~an ~~set.~~amount ~~During~~that reflects the ~~year~~ ~~ended~~consideration ~~December~~to ~~31,~~which ~~2024,~~ the Company ~~recorded~~expects ~~$0.7~~to be ofentitled ~~interest~~in ~~expense~~exchange infor ~~respect~~those ofgoods ~~this~~or ~~loan~~services. InThe ~~addition,~~following afive ~~former~~steps ~~executive is~~are ~~owed~~applied ~~$45~~to ~~for~~achieve ~~his~~that ~~payments~~core ~~made on beha~~

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