Datacentrex (DTCX) FY2025 10-K Risk Factors: 69 New, 40 Dropped

What the changes say

The company transitioned its core operations toward cryptocurrency mining, investing $29 million and acquiring approximately 3,100 ASIC miners.

What changed since the prior 10-K

New

NewRisks Related to our Business
We are an early-stage company with limited operating history
We are an early-stage company with a limited operating history and have not maintained consistent profitability.
NewRisks Related to our Business
We have a short operating history in the cryptocurrency mining space, and our new business is subject to a number of significant risks and uncertainties which affect its future viability
As of December 31, 2025, Doge invested approximately $29 million in a new cryptocurrency mining business, acquiring about 3,100 ASIC miners from USDE and issuing an 8% loan of $2.5 million.
NewRisks Related to our Business
Failure of critical systems related to our offerings and/or infrastructure could have a material adverse effect on our business, financial condition, and results of operations
Critical system failures at our colocation hosts, including routers, switches, and power supplies, can cause service interruptions and legal liability.
NewRisks Related to our Business
The occurrence of any of these events may have a material adverse effect on our business, financial condition, and results of operations. Moreover, service interruptions and equipment failures may expose us to potential legal liability
Concentrating our mining equipment in a limited number of third-party colocation facilities exposes us to operational disruptions that can reduce our hashrate and revenue.
NewRisks Related to our Business
Our business may be heavily impacted by geopolitical, social, economic, and other events and circumstances in the United States, or elsewhere
Geopolitical and trade uncertainties between the United States and countries like China, Canada, and Mexico could impact our operations and equipment supply chains.
NewRisks Related to our Business
We face significant competition and may not be able to compete effectively against our current and future competitors
High demand for energy-intensive cryptocurrency mining and high-performance computing creates intense competition for power capacity.
NewRisks Related to our Business
We are subject to risks associated with our need for significant electrical power
Our operations require significant electrical power, exposing us to unpredictable price volatility and supply imbalances in spot power markets.
NewRisks Related to our Business
We may be exposed to cybersecurity threats and breaches
Cyber threats including AI-driven attacks, ransomware, and unauthorized tampering pose risks to our computer servers and network security.
NewRisks Related to our Business
We are subject to many hazards and operational risks that can disrupt our business, some of which may not be insured or fully covered by insurance
Hazards such as structural damage, hazardous equipment, and environmental noncompliance can cause business interruptions not fully covered by insurance.
NewRisks Related to our Business
If we incur debt in the future, it may adversely affect our economic and business condition
Future debt incurrence could increase our financial vulnerability, and digital-asset businesses face banking de-risking pressures.
NewRisks Related to our Business
Most of our infrastructure is located on leased or collocated premises and the termination or higher renewal rate of our leases or colocation contracts could have a material adverse effect on our business, financial condition, and results of operations
Most of our infrastructure is hosted on leased premises, and host insolvency or contract terminations could restrict access to our mining equipment.
NewRisks Related to our Business
We may face the risk of Internet-related disruptions
We rely on third-party colocation providers for internet connectivity, and outages could force us to suspend our mining operations.
NewRisks Related to our Business
Our success depends on key personnel whose continued service is not guaranteed
NewRisks Related to Our Growth Prospects
New offerings or lines of business may subject us to additional risks
NewRisks Related to Our Growth Prospects
We may not adequately respond to price fluctuations and rapidly changing technology
NewRisks Related to Our Growth Prospects
If we were to pursue ownership or development of data center facilities in the future, our construction of new data centers, data center expansions, or data center redevelopment could involve significant risks to our business
NewRisks Related to Our Growth Prospects
We may acquire other businesses and/or assets or form strategic alliances or joint ventures that could negatively affect our operating results, dilute shareholder ownership, increase debt, or cause us to incur significant expenses
NewRisks Related to Our Growth Prospects
We operate in the United States and may further expand our operations internationally, which may expose us to risks associated with doing business internationally
NewRisks Related to Cryptocurrency Mining
If we fail to grow our hashrate, we may be unable to compete, and our business, financial condition, and results of operations could suffer
NewRisks Related to Cryptocurrency Mining
We may be unable to purchase miners at scale or face delays or difficulty in obtaining new miners at scale
NewRisks Related to Cryptocurrency Mining
Our reliance on third-party mining pool service providers, including ViaBTC & Nicehash, for our mining revenue payouts may have a negative impact on our business, financial condition, and results of operations
NewRisks Related to Cryptocurrency Mining
The further development and acceptance of the Scrypt network and other digital assets is subject to a variety of factors that are difficult to evaluate. The slowing or stopping of the development or acceptance of digital asset systems may adversely affect our business, financial condition, and results of operations
NewRisks Related to Cryptocurrency Mining
The development and acceptance of competing blockchain platforms or technologies may cause consumers to use alternative distributed ledgers or other alternatives
NewRisks Related to Cryptocurrency Mining
Our operations, investment strategies, and profitability may be adversely affected by competition from other methods of investing in Bitcoin, Dogecoin, Litecoin or other digital assets
NewRisks Related to Cryptocurrency Mining
It may be illegal now, or in the future, to acquire, own, hold, sell, or use digital assets, participate in blockchains or utilize similar digital assets in one or more countries
NewRisks Related to Cryptocurrency Mining
A failure to properly monitor and upgrade the Scrypt network’s protocol could damage that network and an investment in our securities
NewRisks Related to Cryptocurrency Mining
There is a possibility of Scrypt mining algorithms transitioning to “proof of stake” validation, which could make us less competitive and adversely affect our business, financial condition, and results of operations
NewRisks Related to Cryptocurrency Mining
If a malicious actor or botnet obtains control of a majority of the processing power active on any digital asset network, including the Scrypt network, the blockchain may be manipulated in a manner that adversely affects an investment in us
NewRisks Related to Cryptocurrency Mining
Weather events and manmade disasters may affect our business
NewRisks Related to Cryptocurrency Mining
Forks or protocol changes in Scrypt-based digital asset networks may adversely affect the value of digital assets we hold
NewRisks Related to Cryptocurrency Mining
In such cases, our ability to mine Litecoin, Dogecoin, or other Scrypt-based digital assets may be negatively affected, which could reduce our operating revenues and adversely impact our business, financial condition, and results of operations
NewRisks Related to Cryptocurrency Mining
We are highly concentrated in Bitcoin, Dogecoin, and Litecoin, each of which is highly volatile. Fluctuations in the prices of these digital assets have influenced, and are likely to continue to influence, our business, financial condition, results of operations, and the market price of our common stock
NewRisks Related to Cryptocurrency Mining
We hold Bitcoin, Dogecoin, and Litecoin as principal components of our treasury and operating strategy and, as a result of merged Scrypt mining, we may also receive and hold other digital assets in de minimis amounts from time to time
NewRisks Related to Cryptocurrency Mining
Digital assets and the blockchain networks on which they operate have been, and may in the future be, subject to security breaches, cyberattacks, or other malicious activity
NewRisks Related to Cryptocurrency Mining
Due to the evolving nature of insolvency law and market practice, digital assets held in custody for customers may be treated as part of a custodian’s bankruptcy estate
NewRisks Related to Cryptocurrency Mining
Transactions executed through OTC counterparties may expose us to operational and counterparty risks
NewRisks Related to Cryptocurrency Mining
We may face risks related to liquidity
NewRisks Related to Cryptocurrency Mining
Adverse developments to Scrypt-based blockchain networks may impact mining revenue streams
NewRisks Related to Cryptocurrency Mining
The pseudonymous nature of blockchain transactions poses a risk that our digital assets may be associated with illicit or sanctioned activities
NewRisks Related to Cryptocurrency Mining
There are risks associated with derivative transactions involving digital assets
NewRisks Related to Digital Assets
Digital assets represent a new and rapidly evolving industry, and the value of the digital assets held in our treasury depends on the continued acceptance of Bitcoin, Dogecoin, and other digital assets we hold
NewRisks Related to Digital Assets
Changes in the governance of a digital asset network or protocol may not receive sufficient support from users and validators, which may negatively affect that digital asset network’s or protocol’s ability to grow and respond to challenges
NewRisks Related to Digital Assets
Digital asset networks face significant scaling challenges and efforts to increase the volume and speed of transactions may not be successful
NewRisks Related to Digital Assets
The value of the shares of our common stock may relate directly to the value of the digital assets we hold, particularly Bitcoin and Dogecoin, the values of which may be highly volatile and subject to fluctuations due to a number of factors
NewRisks Related to Digital Assets
In addition, there is no assurance that Bitcoin, Dogecoin, or Litecoin will maintain their value in the long or intermediate term. In the event that the prices of these digital assets decline, particularly Bitcoin, we expect that the value of our shares of common stock may decline as well
NewRisks Related to Digital Assets
A lack of expansion in usage of Bitcoin, Litecoin or Dogecoin, or their respective networks could adversely affect an investment in shares of our common stock
NewRisks Related to Digital Assets
Congestion or delay in the Bitcoin or Dogecoin networks may delay our ability to transact in or sell our digital assets
NewRisks Related to Digital Assets
The SEC may approve applications under Rule 19b-4 of the Exchange Act to list competing digital assets as exchange-traded products, which could reduce demand for, and the price of, Dogecoin and adversely impact our common stock
NewRisks Related to Digital Assets
Competition from central bank digital currencies and emerging payments initiatives involving financial institutions could adversely affect the price of Bitcoin, Dogecoin and other digital assets
NewRisks Related to Digital Assets
The prices of Bitcoin and Dogecoin may become closely correlated with other asset classes
NewRisks Related to Digital Assets
Dogecoin was originally considered a “memecoin” and may be subject to even greater levels of volatility than other digital assets
NewRisks Related to Digital Assets
The Litecoin Network Halving Event May Materially and Adversely Affect the Company’s Mining Economics
NewRisks Related to Digital Assets
The unlimited supply of Dogecoin may negatively impact the long-term value of Dogecoin, and potentially the integrity of the Dogecoin network
NewRisks Related to Digital Assets
Regulators may interpret certain aspects of our activities to implicate additional regulatory frameworks
NewRisks Related to Digital Assets
A determination that one or more of our digital assets is a “security” may adversely affect the value of such digital assets, our treasury and our common stock
NewRisks Related to Digital Assets
Legislative developments such as the CLARITY Act may alter the regulatory treatment of bitcoin and adversely affect our business
NewRisks Related to Digital Assets
Changes in SEC policy could adversely impact our revenues, our business and the price of our common stock
NewRisks Related to Digital Assets
Ambiguous and changing governmental regulations relating to Scrypt-based digital asset mining may adversely affect our business
NewRisks Related to Digital Assets
Competing industries may have more influence with policymakers than the digital asset industry, which could lead to the adoption of laws and regulations that are harmful to the digital asset industry
NewRisks Related to Digital Assets
Regulatory changes or other events in foreign jurisdictions may affect the value of our common stock or restrict the use of one or more digital assets, validating activity or the operation of their networks or the digital asset trading platform market in a manner that adversely affects the value of our common stock
NewRisks Related to Digital Assets
Future developments regarding the treatment of digital assets for U.S. federal income tax purposes could adversely affect the value of the digital assets that we hold in our treasury reserve and the price of our common stock
NewRisks Related to Digital Assets
Future developments in the treatment of digital assets for tax purposes other than U.S. federal income tax purposes could adversely affect the value of our common stock
NewRisks Related to Digital Assets
A U.S. tax-exempt shareholder may recognize “unrelated business taxable income” as a consequence of an investment in shares of our common stock
NewRisks Related to Digital Assets
If securities or industry analysts do not publish research or reports about our business, or if they change their recommendations regarding our stock adversely, our stock price and trading volume could decline
NewRisks Related to Digital Assets
Financial reporting obligations of being a public company in the United States are expensive and time-consuming, and our management will be required to devote substantial time to compliance matters
NewRisks Related to Our Common Stock
Lapsed lockup restrictions may create downward pressure on the market price of our common stock
NewRisks Related to Our Common Stock
Future sales and issuances of our securities could result in additional dilution of the percentage ownership of our shareholders and could cause our share price to fall
NewRisks Related to Our Common Stock
We do not intend to pay cash dividends on our shares of common stock so any returns will be limited to the value of our shares
NewRisks Related to Our Common Stock
We may be at risk of securities class action litigation

Dropped

DroppedRisks Relating to Our Business
The Company is a recently formed company with an unproven business plan, has not yet established profitable operations and has generated minimal revenue
Funded operations through common and preferred stock sales.
DroppedRisks Relating to Our Business
The Company was formed in October 2020 and has not yet established profitable operations and has generated nominal revenue
Incurred net loss of $3,999,905 primarily due to R&D, marketing, and G&A expenses.
DroppedRisks Relating to Our Business
The Company has principally funded its operations through the sale of equity and equity instruments, including sales of common stock of $7,339,477 and $1,573,891, net offering costs, along with sales of preferred stock of $805,000 and $0, during the years ended December 31, 2024 and 2023, respectively
Had total shareholders equity of $4,767,261 and cash of $4,680,840.
DroppedRisks Relating to Our Business
Security breaches and other disruptions could compromise the Company’s information and expose it to liability, which would cause its business and reputation to suffer
Security breaches could compromise customer credit card and personal data.
DroppedRisks Relating to Our Business
The Company is dependent on third parties to, among other things, maintain its servers, provide the bandwidth necessary to transmit content, and utilize the content derived therefrom for the potential generation of revenues
Dependent on third-party service providers for servers and bandwidth.
DroppedRisks Relating to Our Business
Because the Company does not intend to pay any cash dividends on its shares of common stock in the near future, shareholders will not be able to receive a return on their shares unless and until they sell them
Do not intend to pay cash dividends on common stock in the near future.
DroppedRisks Relating to Our Business
The Company is dependent on key personnel
Dependent on key personnel including CEO Robert Steele.
DroppedRisks Relating to Our Business
The Company may not be able to successfully execute the business plan
Raising capital to scale operations and expand business model.
DroppedRisks Relating to Our Business
The Company was formed in Nevada in October 2020 and will encounter difficulties, including unforeseen difficulties as an early-stage company in establishing the credibility of its brand and service
Challenges in establishing brand credibility for the Thumzup App.
DroppedRisks Relating to Our Business
The Company has not yet established brand identity and customer loyalty
Need to spend substantial funds to create brand recognition for Thumzup App users.
DroppedRisks Relating to Our Business
The Company cannot assure investors that the Thumzup® App will be accepted
Success depends on interest of creators joining the Thumzup service.
DroppedRisks Relating to Our Business
A better financed competitor may enter the marketplace, cause the Company’s market share or acceptance rates to plummet and adversely affect its ability to sustain viable operations
Competitor entry could cause market share for micro-influencer platform to plummet.
DroppedRisks Relating to Our Business
Although the Company may own various intellectual property rights, these rights may not provide it with any competitive advantage
DroppedRisks Relating to Our Business
The Company’s future financial results are uncertain and its operating results may fluctuate, due to, among other things, consumer trends, the impact of COVID on advertising budgets and App user activity, competition, and changing social media behaviors
DroppedRisks Relating to Our Business
The Company’s ability to succeed will depend on the ability of its management to control costs
DroppedRisks Relating to Our Business
Key personnel of the Company do not devote full time to the affairs of the Company and could allocate their time and attention to other business ventures which may not benefit the Company
DroppedRisks Relating to Our Business
The Company’s Officers, Directors, and employees are entitled to receive compensation, payments and reimbursements, regardless of whether it operates at a profit or a loss
DroppedRisks Relating to Our Business
Combination or “layering” of multiple risk factors may significantly increase the risk of loss on share of the Company’s common stock
DroppedRisks Relating to Our Business
Our business is sensitive to consumer spending, inflation and economic conditions
DroppedRisks Relating to Our Business
Russia’s Invasion of Ukraine may negatively impact our business
DroppedRisks Relating to Our Business
Several of our outsourced developers are based in Pakistan and our product development could be impacted by conflict in the Middle East
DroppedRisks Relating to Our Business
We rely on third-party internal and outsourced software to run our critical development and information systems. As a result, any sudden loss, disruption or unexpected costs to maintain these systems could significantly increase our operational expense and disrupt the management of our business operations
DroppedRisks Relating to Our Business
Cyber security breaches of our systems and information technology could adversely impact our ability to operate
DroppedRisks Relating to Our Business
Failures or security breaches of our networks or information technology systems could have an adverse effect on our business
DroppedRisks Related to the Common Stock
The Company is controlled by its Chairman/Board of Directors, Chief Executive Officer, President, and additional Officers of the Company
DroppedRisks Related to the Common Stock
If our shares of common stock become subject to the penny stock rules, it would become more difficult to trade our shares
DroppedRisks Related to the Common Stock
The sale or availability for sale of substantial amounts of the Company’s common stock could adversely affect the market price of the common stock
DroppedRisks Related to the Common Stock
The Company is controlled by a small group of existing shareholders, whose interests may differ from other shareholders. The Company’s Officers and Directors will significantly influence its activities, and their interests may differ from an investor’s interests as a shareholder
DroppedRisks Related to the Common Stock
If equity research analysts do not publish research or reports about the company, or if they issue unfavorable commentary or downgrade its common stock, the market price of its common stock will likely decline
DroppedRisks Related to the Common Stock
Because we can issue additional shares of Common Stock, purchasers of our Common Stock may incur immediate dilution and experience further dilution
DroppedRisks Related to the Common Stock
As a newly Nasdaq-listed company, we will incur material increased costs and become subject to additional regulations and requirements
DroppedRisks Related to the Common Stock
You could lose some or all of your investment
DroppedRisks Related to the Common Stock
We are a “smaller reporting company” within the meaning of the Securities Act, and if we decide to take advantage of certain exemptions from various reporting requirements applicable to smaller reporting companies, our common stock could be less attractive to investors
DroppedRisks Related to Our Bitcoin Strategy and Holdings
Our bitcoin strategy exposes us to various risks, including risks associated with bitcoin
DroppedRisks Related to Our Bitcoin Strategy and Holdings
Bitcoin and other digital assets are novel assets, and are subject to significant legal, commercial, regulatory and technical uncertainty
DroppedRisks Related to Our Bitcoin Strategy and Holdings
We determine the fair value of our bitcoin based on quoted (unadjusted) prices on the Coinbase exchange (our principal market for bitcoin)
DroppedRisks Related to Our Bitcoin Strategy and Holdings
The availability of spot ETPs for bitcoin and other digital assets may adversely affect the market price of our listed securities
DroppedRisks Related to Our Bitcoin Strategy and Holdings
Our bitcoin strategy subjects us to enhanced regulatory oversight
DroppedRisks Related to Our Bitcoin Strategy and Holdings
The concentration of our bitcoin holdings enhances the risks inherent in our bitcoin strategy
DroppedRisks Related to Our Bitcoin Strategy and Holdings
Our bitcoin strategy exposes us to risk of non-performance by counterparties

Reworded

91% rewrittenRisks Related to Our Common Stock
We are a “smaller reporting company”, and the reduced disclosure requirements applicable to smaller reporting companies may make our common stock less attractive to investors
Changed status from 'emerging growth company' under the JOBS Act to a 'smaller reporting company' with specific public float and revenue thresholds.
Was: The Company is an “emerging growth company” under the JOBS Act and it cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make the Company’s common stock less attractive to investors
65% rewrittenRisks Related to Our Common Stock
Our common stock price may be volatile, which could result in substantial losses to investors and litigation
Updated stock volatility risk text from future tense to acknowledge that common stock trading price has been and may continue to be volatile.
Was: The Company’s common stock price may be volatile, which could result in substantial losses to investors and litigation

All 71 risk factors

Headings as the filing states them, in filing order.

Risks Related to our Business

01We are an early-stage company with limited operating historyNew
02We have a short operating history in the cryptocurrency mining space, and our new business is subject to a number of significant risks and uncertainties which affect its future viabilityNew
03Failure of critical systems related to our offerings and/or infrastructure could have a material adverse effect on our business, financial condition, and results of operationsNew
04The occurrence of any of these events may have a material adverse effect on our business, financial condition, and results of operations. Moreover, service interruptions and equipment failures may expose us to potential legal liabilityNew
05Our business may be heavily impacted by geopolitical, social, economic, and other events and circumstances in the United States, or elsewhereNew
06We face significant competition and may not be able to compete effectively against our current and future competitorsNew
07We are subject to risks associated with our need for significant electrical powerNew
08We may be exposed to cybersecurity threats and breachesNew
09We are subject to many hazards and operational risks that can disrupt our business, some of which may not be insured or fully covered by insuranceNew
10If we incur debt in the future, it may adversely affect our economic and business conditionNew
11Most of our infrastructure is located on leased or collocated premises and the termination or higher renewal rate of our leases or colocation contracts could have a material adverse effect on our business, financial condition, and results of operationsNew
12We may face the risk of Internet-related disruptionsNew
13Our success depends on key personnel whose continued service is not guaranteedNew

Risks Related to Our Growth Prospects

14New offerings or lines of business may subject us to additional risksNew
15We may not adequately respond to price fluctuations and rapidly changing technologyNew
16If we were to pursue ownership or development of data center facilities in the future, our construction of new data centers, data center expansions, or data center redevelopment could involve significant risks to our businessNew
17We may acquire other businesses and/or assets or form strategic alliances or joint ventures that could negatively affect our operating results, dilute shareholder ownership, increase debt, or cause us to incur significant expensesNew
18We operate in the United States and may further expand our operations internationally, which may expose us to risks associated with doing business internationallyNew

Risks Related to Cryptocurrency Mining

19If we fail to grow our hashrate, we may be unable to compete, and our business, financial condition, and results of operations could sufferNew
20We may be unable to purchase miners at scale or face delays or difficulty in obtaining new miners at scaleNew
21Our reliance on third-party mining pool service providers, including ViaBTC & Nicehash, for our mining revenue payouts may have a negative impact on our business, financial condition, and results of operationsNew
22The further development and acceptance of the Scrypt network and other digital assets is subject to a variety of factors that are difficult to evaluate. The slowing or stopping of the development or acceptance of digital asset systems may adversely affect our business, financial condition, and results of operationsNew
23The development and acceptance of competing blockchain platforms or technologies may cause consumers to use alternative distributed ledgers or other alternativesNew
24Our operations, investment strategies, and profitability may be adversely affected by competition from other methods of investing in Bitcoin, Dogecoin, Litecoin or other digital assetsNew
25It may be illegal now, or in the future, to acquire, own, hold, sell, or use digital assets, participate in blockchains or utilize similar digital assets in one or more countriesNew
26A failure to properly monitor and upgrade the Scrypt network’s protocol could damage that network and an investment in our securitiesNew
27There is a possibility of Scrypt mining algorithms transitioning to “proof of stake” validation, which could make us less competitive and adversely affect our business, financial condition, and results of operationsNew
28If a malicious actor or botnet obtains control of a majority of the processing power active on any digital asset network, including the Scrypt network, the blockchain may be manipulated in a manner that adversely affects an investment in usNew
29Weather events and manmade disasters may affect our businessNew
30Forks or protocol changes in Scrypt-based digital asset networks may adversely affect the value of digital assets we holdNew
31In such cases, our ability to mine Litecoin, Dogecoin, or other Scrypt-based digital assets may be negatively affected, which could reduce our operating revenues and adversely impact our business, financial condition, and results of operationsNew
32We are highly concentrated in Bitcoin, Dogecoin, and Litecoin, each of which is highly volatile. Fluctuations in the prices of these digital assets have influenced, and are likely to continue to influence, our business, financial condition, results of operations, and the market price of our common stockNew
33We hold Bitcoin, Dogecoin, and Litecoin as principal components of our treasury and operating strategy and, as a result of merged Scrypt mining, we may also receive and hold other digital assets in de minimis amounts from time to timeNew
34Digital assets and the blockchain networks on which they operate have been, and may in the future be, subject to security breaches, cyberattacks, or other malicious activityNew
35Due to the evolving nature of insolvency law and market practice, digital assets held in custody for customers may be treated as part of a custodian’s bankruptcy estateNew
36Transactions executed through OTC counterparties may expose us to operational and counterparty risksNew
37We may face risks related to liquidityNew
38Adverse developments to Scrypt-based blockchain networks may impact mining revenue streamsNew
39The pseudonymous nature of blockchain transactions poses a risk that our digital assets may be associated with illicit or sanctioned activitiesNew
40There are risks associated with derivative transactions involving digital assetsNew

Risks Related to Digital Assets

41Digital assets represent a new and rapidly evolving industry, and the value of the digital assets held in our treasury depends on the continued acceptance of Bitcoin, Dogecoin, and other digital assets we holdNew
42Changes in the governance of a digital asset network or protocol may not receive sufficient support from users and validators, which may negatively affect that digital asset network’s or protocol’s ability to grow and respond to challengesNew
43Digital asset networks face significant scaling challenges and efforts to increase the volume and speed of transactions may not be successfulNew
44The value of the shares of our common stock may relate directly to the value of the digital assets we hold, particularly Bitcoin and Dogecoin, the values of which may be highly volatile and subject to fluctuations due to a number of factorsNew
45In addition, there is no assurance that Bitcoin, Dogecoin, or Litecoin will maintain their value in the long or intermediate term. In the event that the prices of these digital assets decline, particularly Bitcoin, we expect that the value of our shares of common stock may decline as wellNew
46A lack of expansion in usage of Bitcoin, Litecoin or Dogecoin, or their respective networks could adversely affect an investment in shares of our common stockNew
47Congestion or delay in the Bitcoin or Dogecoin networks may delay our ability to transact in or sell our digital assetsNew
48The SEC may approve applications under Rule 19b-4 of the Exchange Act to list competing digital assets as exchange-traded products, which could reduce demand for, and the price of, Dogecoin and adversely impact our common stockNew
49Competition from central bank digital currencies and emerging payments initiatives involving financial institutions could adversely affect the price of Bitcoin, Dogecoin and other digital assetsNew
50The prices of Bitcoin and Dogecoin may become closely correlated with other asset classesNew
51Dogecoin was originally considered a “memecoin” and may be subject to even greater levels of volatility than other digital assetsNew
52The Litecoin Network Halving Event May Materially and Adversely Affect the Company’s Mining EconomicsNew
53The unlimited supply of Dogecoin may negatively impact the long-term value of Dogecoin, and potentially the integrity of the Dogecoin networkNew
54Regulators may interpret certain aspects of our activities to implicate additional regulatory frameworksNew
55A determination that one or more of our digital assets is a “security” may adversely affect the value of such digital assets, our treasury and our common stockNew
56Legislative developments such as the CLARITY Act may alter the regulatory treatment of bitcoin and adversely affect our businessNew
57Changes in SEC policy could adversely impact our revenues, our business and the price of our common stockNew
58Ambiguous and changing governmental regulations relating to Scrypt-based digital asset mining may adversely affect our businessNew
59Competing industries may have more influence with policymakers than the digital asset industry, which could lead to the adoption of laws and regulations that are harmful to the digital asset industryNew
60Regulatory changes or other events in foreign jurisdictions may affect the value of our common stock or restrict the use of one or more digital assets, validating activity or the operation of their networks or the digital asset trading platform market in a manner that adversely affects the value of our common stockNew
61Future developments regarding the treatment of digital assets for U.S. federal income tax purposes could adversely affect the value of the digital assets that we hold in our treasury reserve and the price of our common stockNew
62Future developments in the treatment of digital assets for tax purposes other than U.S. federal income tax purposes could adversely affect the value of our common stockNew
63A U.S. tax-exempt shareholder may recognize “unrelated business taxable income” as a consequence of an investment in shares of our common stockNew
64If securities or industry analysts do not publish research or reports about our business, or if they change their recommendations regarding our stock adversely, our stock price and trading volume could declineNew
65Financial reporting obligations of being a public company in the United States are expensive and time-consuming, and our management will be required to devote substantial time to compliance mattersNew

Risks Related to Our Common Stock

66Lapsed lockup restrictions may create downward pressure on the market price of our common stockNew
67Our common stock price may be volatile, which could result in substantial losses to investors and litigation65% rewritten
68Future sales and issuances of our securities could result in additional dilution of the percentage ownership of our shareholders and could cause our share price to fallNew
69We do not intend to pay cash dividends on our shares of common stock so any returns will be limited to the value of our sharesNew
70We are a “smaller reporting company”, and the reduced disclosure requirements applicable to smaller reporting companies may make our common stock less attractive to investors91% rewritten
71We may be at risk of securities class action litigationNew

Other Datacentrex 10-Ks

FY2024 10-K risk factors
42 risks
Datacentrex is an early-stage company generating minimal revenue with a net loss of $3,999,905 in 2024. The company relies heavily on equity financing and key personnel like CEO Robert Steele. Operations face significant risks regarding the Thumzup App, cybersecurity, third-party software, and a newly adopted volatile bitcoin strategy.
Filed Mar 11, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.