Crypto Co 8-K

What Happened

• Crypto Co (the “Company,” ticker CRCW) filed an 8-K on March 23, 2026 reporting a Mutual Transfer and Release Agreement dated March 19, 2026 that rescinds, ab initio, the Securities Purchase Agreement (SPA) dated October 8, 2025 under which the Company had acquired 50.1% of Starchive.io, Inc. (“Starchive”).
• Effective as of October 16, 2025 (the “Effective Date”), the Company returned all Starchive shares it had acquired to the Sellers (Starchive.io, Inc., Peter Agelasto IV, Richard G. Averitt, and Digital Relab LLC). The Sellers surrendered and cancelled 433,633,691 shares of Crypto Co common stock previously issued under the SPA.
• All convertible promissory notes issued to the Sellers in connection with the SPA were surrendered and cancelled with no principal or interest remaining. The Company issued 151,748,756 restricted shares of its common stock to Starchive as consideration for the rescission and mutual release of claims.

Key Details

• SPA rescinded: original SPA dated October 8, 2025; Agreement dated March 19, 2026; Effective Date October 16, 2025.
• Shares cancelled: 433,633,691 Crypto Co common shares surrendered and cancelled by the Sellers.
• Shares issued: 151,748,756 restricted Crypto Co shares issued to Starchive (exempt under Section 4(a)(2)).
• Liability cap: the Company’s maximum aggregate liability under the Agreement is limited to $500,000; Agreement includes mutual releases and limited survival/indemnification provisions.
• Debt relieved: all related convertible promissory notes were cancelled with no remaining principal or interest.

Why It Matters

• This agreement unwinds the prior acquisition and reverses the related transactions, which materially affects ownership and the Company’s capital structure: based on the numbers reported, Crypto Co cancelled 433,633,691 shares and issued 151,748,756 new shares — a net reduction of 281,884,935 shares outstanding from these transactions.
• Investors should note there is no remaining related promissory-note debt from the SPA, and the Company’s potential liability under the release is capped at $500,000. The shares issued to Starchive are restricted and subject to resale limitations, which can affect timing and liquidity related to those shares.