Hyperscale Data (GPUS) FY2025 10-K Risk Factors: 120 New, 11 Dropped

What the changes say

The company faces significant new risks from its Bitcoin treasury strategy and its Omnipresent robotics subsidiary.
Regulatory scrutiny increases across Bitcoin holdings, CFTC compliance, and international tariffs on TurnOnGreen.
BNC platform operations shifted focus from social gaming sweepstakes to predictions markets.

What changed since the prior 10-K

New

NewRisks Related to Our Bitcoin Strategy and Holdings
Our Bitcoin strategy exposes us to various risks, including risks associated with Bitcoin
Our Bitcoin digital asset treasury strategy exposes us to volatility risks, as Bitcoin traded between $61,000 and $126,000 and does not pay interest.
NewRisks Related to Our Bitcoin Strategy and Holdings
Our Bitcoin strategy subjects us to enhanced regulatory oversight
Our Bitcoin strategy may attract regulatory scrutiny from the SEC or other agencies regarding digital asset use in illegal or sanctioned activities.
NewRisks Related to Our Bitcoin Strategy and Holdings
The concentration of our Bitcoin holdings enhances the risks inherent in our Bitcoin strategy
We held approximately 525 Bitcoins as of December 31, 2025, and lack of diversification in our treasury holdings enhances price volatility risks.
NewRisks Related to Our Bitcoin Strategy and Holdings
The emergence or growth of other digital assets, including those with significant private or public sector backing, could have a negative impact on the price of Bitcoin and adversely affect our business
Emergence of alternative digital assets using proof-of-stake, like Ethereum, could reduce Bitcoin market share and negatively impact our financial condition.
NewRisks Related to Our Bitcoin Operations – Legal and Regulatory
Current interpretations require the regulation of Bitcoin under the CEA by the CFTC, and we may be required to register and comply with such regulations. Any disruption of our operations in response to the changed regulatory circumstances may be at a time that is disadvantageous to our investors
We may be required to register under the CEA and comply with CFTC regulations as a commodity pool operator for our Bitcoin holdings.
NewRisks Related to Omnipresent
Omnipresent intends to operate in an emerging industry that is subject to rapid technological change and will experience increasing competition
Our subsidiary Omnipresent faces competition in cleaning and indoor delivery robotics from established and emerging market players.
NewRisks Related to Omnipresent
Omnipresent’s business plans require a significant amount of capital. Future capital needs may require us to sell additional equity or debt securities that may dilute our stockholders
Omnipresent is an embryonic-stage robotics business requiring substantial capital and ongoing debt or equity financing before commercialization.
NewRisks Related to Omnipresent
Omnipresent has no experience in operating robots. Unforeseen safety issues with its future products could result in injuries to people which would in turn result in adverse effects on Hyperscale Data’s business and reputation
Omnipresent has no operating experience with robots, and autonomous collisions in spaces like hotels or hospitals could cause injuries and litigation.
NewRisks Related to Omnipresent
Omnipresent must successfully manage product introductions and transitions in order to become competitive
Omnipresent must continually develop new robotic solutions and secure production orders from contract manufacturers to remain competitive.
NewRisks Related to Omnipresent
If any of these or other factors becomes problematic, Omnipresent may not be able to develop and introduce new robotic solutions in a timely or cost-effective manner, and its anticipated business may be harmed
Omnipresent relies on third-party manufacturers and suppliers, which may cause component shortages or delay product commercialization.
NewRisks Related to Omnipresent
Components used in Omnipresent’s future products sensors may fail as a result of manufacturing, design or other defects over which it has no control and render its anticipated devices permanently inoperable
Manufacturing or design defects in third-party sensor components could render Omnipresent's robotic devices permanently inoperable.
NewRisks Related to Our Ault Blockchain Operations
All capital that we have invested through Ault Capital in the Ault Blockchain could be lost entirely
We have committed significant capital through Ault Capital to Ault Blockchain and 500,000 Project Node Licenses, risking total investment loss.
NewRisks Related to Our Ault Blockchain Operations
We have never built or operated a public blockchain network, and we may be unable to successfully execute a venture of this technical and operational complexity
NewRisks Related to Our Ault Blockchain Operations
We may lack the internal organizational capacity and management bandwidth required to build and operate a public blockchain network while simultaneously operating our existing businesses
NewRisks Related to Our Ault Blockchain Operations
A new blockchain network has no established value without participants, and participants may not join a network that does not yet have demonstrated value, a challenge that may prove impossible to overcome
NewRisks Related to Our Ault Blockchain Operations
No secondary market for AULT Tokens may ever develop, which would make the tokens economically worthless and undermine the economic rationale for purchasing a Node License
NewRisks Related to Our Ault Blockchain Operations
The Ault Blockchain Mainnet launched in March 2026 and we have no meaningful track record from which investors can evaluate the performance or long-term prospects of this business
NewRisks Related to Our Ault Blockchain Operations
The node license program is a novel commercial structure with no established market precedent, and the market may not accept it
NewRisks Related to Our Ault Blockchain Operations
A significant failure in the Ault Blockchain business could harm the reputation and operations of our other business segments, and adverse developments in other segments could in turn harm the Ault Blockchain
NewRisks Related to Our Ault Blockchain Operations
Ongoing development of the Ault Blockchain requires continued capital investment that may not be available on acceptable terms or at all
NewRisks Related to Our Ault Blockchain Operations
The Ault Blockchain depends on a small number of individuals with specialized knowledge who are not easily replaced, and the loss of any of them could significantly harm our operations
NewRisks Related to Our Ault Blockchain Operations
The Ault Blockchain competes against established blockchain networks with substantially greater resources, participation, and proven track records, and may be unable to compete effectively
NewRisks Related to Our Ault Blockchain Operations
Broad declines or periods of negative sentiment in digital asset markets generally could reduce demand for Node Licenses and adversely affect the Ault Blockchain business regardless of the network’s own performance
NewRisks Related to Our Ault Blockchain Operations
The long-term strategy for the Ault Blockchain depends on applications that have not been built, and these applications may not be successfully developed or may fail to attract users
NewRisks Related to Our Ault Blockchain Operations
The strategy of building a blockchain network oriented toward tokenized real-world assets depends on legal, custodial, and market infrastructure that does not yet fully exist, and the execution of this strategy may prove more complex and costly than we currently anticipate
NewOperational and Financial Risks
The core software underlying the Ault Blockchain is developed primarily by an outside firm rather than an internal team, creating dependency, lack of knowledge continuity, and transition risks that could materially disrupt the network
NewOperational and Financial Risks
There is currently no available insurance product that would cover losses resulting from a smart contract vulnerability, governance attack, or loss of digital asset private keys, meaning any such loss would be unrecoverable
NewOperational and Financial Risks
Blockchain businesses frequently face difficulty maintaining banking relationships, and the loss of banking access would impair our ability to conduct the fiat currency operations necessary to run the Ault Blockchain business
NewOperational and Financial Risks
Affiliated entities that operate as validators or stake AULT Tokens are subject to a protocol-enforced penalties that can permanently reduce their token holdings, and any such event could result in a material financial loss
NewOperational and Financial Risks
Affiliated entities hold or may hold a majority of all outstanding Node Licenses, concentrating economic interests and potential governance influence within our corporate group
NewOperational and Financial Risks
The Ault DAO governance process may produce decisions that are harmful to our interests or to the long-term health of the network, and we have limited ability to prevent such outcomes
NewOperational and Financial Risks
The on-chain treasury funded by network transaction fees is controlled by governance votes that we cannot override, and those funds may be allocated in ways that do not benefit the network
NewOperational and Financial Risks
The economic arrangements between the Ault Blockchain and our affiliates create potential conflicts of interest that may not be fully aligned with the interests of unaffiliated Node License purchasers
NewOperational and Financial Risks
Our ability to screen Node License purchasers and governance participants depends on third-party identity verification and sanctions screening services, and any failure of those services could impair our compliance operations
NewOperational and Financial Risks
We rely on external vendors and partners for critical functions we cannot fully perform in-house, and the loss of any key relationship could severely disrupt operations
NewLegal and Regulatory Risks
If either the AULT Token or the Node Licenses we are selling are determined to be a security under applicable law, we could be required to register token distributions as well as node sales, restructure the network’s economics, or cease operations in their current form
NewLegal and Regulatory Risks
The SEC, CFTC, FinCEN, OFAC, or other regulators may take enforcement action against us or the Ault Blockchain in connection with its digital asset activities, and any such action could be materially disruptive
NewLegal and Regulatory Risks
The regulatory posture toward digital assets in the United States has shifted materially between presidential administrations and could shift again, creating significant uncertainty for a business built on long-term regulatory assumptions
NewLegal and Regulatory Risks
We may be subject to obligations under federal anti-money laundering laws that impose significant compliance costs and operational requirements, and failure to comply could result in material penalties
NewLegal and Regulatory Risks
We apply identity verification and sanctions screening at our controlled access points, but the Ault Blockchain is a public network and we cannot prevent all protocol-level interaction by sanctioned persons, which may expose us to regulatory risk
NewLegal and Regulatory Risks
The Wyoming decentralized autonomous organization limited liability company statute is a new and largely untested area of law, and courts or regulators in other jurisdictions may not recognize or enforce the protections it provides
NewLegal and Regulatory Risks
Before the network reaches a defined stage of operation, Ault DAO LLC retains the unilateral authority to amend the governing Constitution, which means the terms that Node License purchasers agreed to could change after purchase
NewLegal and Regulatory Risks
The Ault Blockchain operates across multiple regulatory jurisdictions, and adverse regulatory developments in any major jurisdiction could restrict participant access and impair the network’s global growth
NewLegal and Regulatory Risks
Planned applications involving tokenized financial assets may require exchange, alternative trading system, or broker-dealer registration that we do not currently hold, and the absence of such registration could prevent these applications from launching
NewLegal and Regulatory Risks
The Ault Blockchain is a public network on which any developer may deploy applications without approval, and harmful or non-compliant applications could expose the network and our company to regulatory scrutiny and reputational harm
NewLegal and Regulatory Risks
The accounting and tax treatment of AULT Token distributions received by affiliated entities is uncertain, and adverse determinations could result in unexpected financial and tax liabilities
NewLegal and Regulatory Risks
We may be subject to regulatory enforcement proceedings, class action litigation from Node License purchasers, or other legal proceedings that could result in material costs, penalties, and operational disruption
NewLegal and Regulatory Risks
Participants who lose access to their Node Licenses or earned tokens due to the loss of their private keys may bring claims against us despite the fact that we have no custody of or access to those assets
NewLegal and Regulatory Risks
The governing Constitution limits member claims against us and requires binding arbitration, but these provisions may not be enforceable in all jurisdictions and may not fully protect us from litigation
NewTechnology Risks
Protocol and smart contract vulnerabilities; the software underlying the Ault Blockchain, may contain bugs or security flaws that could be exploited to cause permanent, unrecoverable harm to the network and its participants
NewTechnology Risks
Theft or compromise of the private keys controlling affiliated entities’ AULT Token holdings could result in the permanent loss of significant digital assets, with no ability to recover them
NewTechnology Risks
Block production on the Ault Blockchain is concentrated among the top 100 validators, and the compromise or coordination of a significant portion of that group could disrupt or manipulate the network
NewTechnology Risks
The verifiable random function system that node operators depend on for their participation in the network could produce compromised outputs if a sufficient number of nodes are coordinated or manipulated, undermining network functions that rely on randomness
NewTechnology Risks
Governance-approved changes to the network’s software may introduce unforeseen technical problems, and disagreements over upgrades could result in the network splitting into additional, incompatible versions
NewTechnology Risks
The Ault Blockchain is built on open-source components that we do not own or fully control, and vulnerabilities or changes introduced by third-party maintainers could affect the security and stability of the network
NewTechnology Risks
The Ault Blockchain’s planned cross-chain connectivity relies on LayerZero, an external cross-chain messaging protocol that we do not own or control, and any failure, vulnerability, or adverse change affecting LayerZero could disrupt the network’s cross-chain functionality
NewTechnology Risks
The Ault Blockchain may not perform as designed under real-world conditions, and performance failures could drive participants and developers to competing networks
NewTechnology Risks
The blockchain technology underlying the Ault Blockchain is evolving rapidly, and the network’s current architecture could become technically outdated relative to newer networks, reducing its competitiveness
NewRisks Related to RiskOn International and BitNile.com - General
BNC has no operating history in the predictions market industry, and its prior sweepstakes gaming operations are not indicative of future performance in its new business
NewRisks Related to RiskOn International and BitNile.com - General
The Platform is currently in alpha testing and is not yet commercially available, and BNC may face significant delays or obstacles in completing development and launching to a broader user base
NewRisks Related to RiskOn International and BitNile.com - General
The Platform’s availability is restricted to permitted jurisdictions, which significantly limits BNC’s addressable market and may constrain revenue growth
NewRisks Related to RiskOn International and BitNile.com - General
Predictions markets require sufficient two-sided market liquidity to function effectively, and BNC may be unable to attract and maintain the user base necessary to support a viable marketplace
NewRisks Related to RiskOn International and BitNile.com - General
BNC faces competition from well-capitalized and, in certain cases, already-regulated predictions market platforms, and the competitive landscape is expanding rapidly
NewRisks Related to RiskOn International and BitNile.com - General
BNC’s Platform depends on third-party data providers to supply verified real-world event outcomes for settlement purposes, and disruptions in those services could impair the Platform’s ability to settle markets accurately and on time
NewRisks Related to RiskOn International and BitNile.com - General
BNC’s ability to grow its user base and generate revenue depends on its ability to attract and retain users in a market where user switching costs are low and competing platforms are readily accessible
NewRisks Related to RiskOn International and BitNile.com - General
BNC’s ability to access payment processing services and maintain banking relationships may be constrained by the regulatory uncertainty surrounding the predictions market industry
NewRisks Related to Government Regulation and Enforcement Regarding BNC
The predictions market industry is subject to complex and evolving federal and state regulation, and BNC may be required to obtain regulatory authorizations it has not yet obtained before it can operate commercially in certain jurisdictions
NewRisks Related to Government Regulation and Enforcement Regarding BNC
The CFTC has broad authority over event contracts, and regulatory action by the CFTC could require BNC to restructure or discontinue certain aspects of its business
NewRisks Related to Government Regulation and Enforcement Regarding BNC
The question of whether federal regulation of predictions market platforms preempts state gambling and gaming laws is actively contested in courts across multiple jurisdictions, and an adverse outcome could materially restrict BNC’s operations
NewRisks Related to Government Regulation and Enforcement Regarding BNC
Certain U.S. states may characterize predictions markets as gambling or gaming activities subject to state licensing requirements, and certain states have pursued civil and criminal enforcement actions against predictions market platforms
NewRisks Related to Government Regulation and Enforcement Regarding BNC
Event contracts relating to sports outcomes are subject to heightened regulatory and legal scrutiny and may be subject to state sports betting licensing requirements in addition to federal commodity regulation
NewRisks Related to Government Regulation and Enforcement Regarding BNC
BNC is subject to know-your-customer and anti-money laundering compliance obligations that could increase its operating costs and restrict its ability to onboard users
NewRisks Related to Government Regulation and Enforcement Regarding BNC
BNC may be subject to consumer protection claims and problem gambling liability as regulators and courts increasingly characterize predictions market activity as a form of gambling with associated public health consequences
NewRisks Related to Government Regulation and Enforcement Regarding BNC
Congressional legislation addressing the regulatory framework for predictions markets could alter the conditions under which BNC operates, with outcomes that may be favorable or adverse to BNC’s business
NewRisks Related to Government Regulation and Enforcement Regarding BNC
Numerous foreign jurisdictions have already classified predictions market platforms as illegal gambling and banned their operation, which may significantly restrict BNC’s ability to serve international users
NewRisks Related to Government Regulation and Enforcement Regarding BNC
The regulatory framework for predictions markets in certain foreign jurisdictions is actively evolving, and changes in those frameworks could affect BNC’s ability to operate in markets that are currently accessible
NewRisks Related to Government Regulation and Enforcement Regarding BNC
BNC’s geographic access controls may be insufficient to prevent users in prohibited jurisdictions from accessing the Platform, which could expose BNC to regulatory enforcement in those jurisdictions
NewRisks Related to Government Regulation and Enforcement Regarding BNC
Changes in law or regulatory policy applicable to predictions markets could require BNC to make significant changes to its business model or cease operations in certain jurisdictions
NewRisks Related to Data, Security, and Intellectual Property
The collection and handling of user personal data, including information gathered through the user verification process, exposes BNC to data privacy compliance obligations and the risk of regulatory enforcement
NewRisks Related to Data, Security, and Intellectual Property
BNC’s products and internal systems rely on software and hardware developed in part by third parties, and BNC has limited visibility into and control over the security and reliability practices of those providers
NewRisks Related to Data, Security, and Intellectual Property
BNC may be unable to adequately protect its intellectual property, and third parties may assert that BNC’s Platform or technology infringes their intellectual property rights
NewRisks Related to the OnlyBulls Platform
The OnlyBulls platform depends on third-party market data providers, and any disruption to or termination of those relationships could impair our ability to deliver core platform functionality
NewRisks Related to the OnlyBulls Platform
askROI’s integration with third-party charting providers exposes askROI to risks associated with those providers’ continued availability, pricing, and terms of service
NewRisks Related to the OnlyBulls Platform
The DeFi self-custody wallet functionality on the OnlyBulls platform relies on Privy as its wallet infrastructure provider, and any disruption to that relationship could impair or disable askROI’s wallet offering
NewRisks Related to the OnlyBulls Platform
Users of the OnlyBulls DeFi self-custody wallet bear sole responsibility for maintaining access to their authentication credentials, and the permanent loss of those credentials may result in the irreversible loss of all digital assets held in the wallet
NewRisks Related to the OnlyBulls Platform
Digital asset swap functionality within OnlyBulls depends on decentralized exchange aggregators that askROI does not control, and users may experience losses or service failures associated with those protocols
NewRisks Related to the OnlyBulls Platform
askROI relies on multiple third-party providers for on-ramp and off-ramp services enabling users to convert between traditional currency and digital assets, and disruptions to any of these providers could impair this functionality
NewRisks Related to the OnlyBulls Platform
The DeFi self-custody wallet and related transaction features of OnlyBulls may be subject to money transmission licensing requirements, anti-money laundering obligations or other financial services regulations that could constrain askROI’s operations or require significant compliance investment
NewRisks Related to the OnlyBulls Platform
AI-generated research outputs on the OnlyBulls platform could be incorrect, misleading, or misinterpreted as personalized investment advice, exposing askROI to regulatory scrutiny and legal claims
NewRisks Related to the OnlyBulls Platform
Periods of volatility or sustained declines in digital asset markets could reduce user engagement with the OnlyBulls platform and adversely affect askROI’s business
NewRisks Related to the OnlyBulls Platform
The DeFi self-custody wallet functionality of OnlyBulls presents heightened cybersecurity risks, and any breach or theft of digital assets could result in significant losses and reputational harm
NewRisks Related to the OnlyBulls Platform
User misunderstanding of the scope of OnlyBulls’ functionality could result in reputational harm and regulatory scrutiny if users believe the platform offers securities trading capabilities, which it does not provide
NewRisks Related to the Purchase, Ownership and Custody of Precious Metals
We currently have no experience as a company in purchasing, owning, holding or liquidating precious metals
NewRisks Related to the Purchase, Ownership and Custody of Precious Metals
The price of precious metals is volatile
NewRisks Related to the Purchase, Ownership and Custody of Precious Metals
Crises may motivate large-scale sales of precious metals which could decrease the price of precious metals and adversely affect an investment in our company
NewRisks Related to the Purchase, Ownership and Custody of Precious Metals
The price of precious metals may be affected by the sale of precious metals by ETFs or other exchange traded vehicles tracking such markets
NewRisks Related to the Purchase, Ownership and Custody of Precious Metals
Substantial sales of precious metals by the official sector could adversely affect our investment in precious metals
NewRisks Related to the Purchase, Ownership and Custody of Precious Metals
Our precious metals may be subject to loss, damage, theft or restriction on access
NewRisks Related to Gresham’s Business and Financial Condition
Gresham has historically incurred net losses and negative cash flow and Gresham’s operating results may significantly vary from quarter to quarter, so it may not be able to achieve or sustain profitability
NewRisks Related to Gresham’s Business and Financial Condition
If Gresham’s reputation or relationships with the governments of the United States, the United Kingdom, Israel or the limited number of defense contractors with which Gresham works were harmed, Gresham’s future revenues and cash flows would be adversely affected
NewRisks Related to Gresham’s Business and Financial Condition
Because Gresham engages in fixed fee contracts with Gresham’s customers, it faces pressure on Gresham’s gross profit margins and operating costs from inflation
NewRisks Related to Gresham’s Business and Financial Condition
Gresham’s subsidiary, Enertec, operates a production facility in Karmiel, Israel, and Gresham’s business, financial condition and results of operations may be adversely affected by geopolitical risks and military activity in the region
NewRisks Related to Gresham’s Business and Financial Condition
If the inflationary pressures in the United States and elsewhere where Gresham operates continue at current levels or increase, Gresham could experience reduced margins and lose future business
NewRisks Related to Gresham’s Business and Financial Condition
If Gresham loses key personnel, it could have a material adverse effect on Gresham’s financial condition, results of operations and growth prospects
NewRisks Related to Gresham’s Business and Financial Condition
Gresham’s sales and profitability may be affected by changes in economic, business and industry conditions
NewRisks Related to Gresham’s Business and Financial Condition
These trends and factors could adversely affect Gresham’s business, results of operations and financial condition and diminish Gresham’s ability to achieve its strategic objectives
NewRisks Related to Gresham’s Sales, Business Development and Competition
Gresham’s sales cycles can be long and unpredictable, and Gresham’s sales efforts require considerable time and expense. As a result, Gresham’s sales and revenue are difficult to predict and may vary substantially from period to period, which may cause Gresham’s operating results to fluctuate significantly
NewRisks Related to Gresham’s Sales, Business Development and Competition
Gresham’s sales are significantly dependent on the defense industry and a limited number of customers
NewRisks Related to Gresham’s Sales, Business Development and Competition
Gresham faces intense industry competition and product obsolescence, which, in turn, could increase Gresham’s losses
NewRisks Related to Gresham’s Sales, Business Development and Competition
Because Gresham’s competitors have greater resources, Gresham may not be able to compete effectively
NewRisks Related to Gresham’s Sales, Business Development and Competition
The sale of Gresham’s products is dependent upon its ability to satisfy the proprietary requirements of its customers
NewRisks Related to Gresham’s Operations
If Gresham is unable to identify, attract, train and retain qualified personnel, especially its design and technical personnel, Gresham’s business and results of operations would be materially and adversely affected and it may not be able to effectively execute its business strategy
NewRisks Related to Gresham’s Operations
Gresham’s strategic focus on purpose-built electronics solutions and concurrent cost reduction plans may be ineffective or may limit its ability to compete
NewRisks Related to Gresham’s Operations
A significant portion of Gresham’s contracts are fixed-price contracts that could subject it to losses in the event of cost overruns or a material increase in inflation
NewRisks Related to Gresham’s Operations
Gresham’s subsidiaries purchase a significant amount of their components and products outside of the countries in which they operate
NewRisks Related to the Chapter 11 Case
As a result of the Chapter 11 Case, Gresham’s financial results may be volatile and may not reflect historical trends
NewRisks Related to the Chapter 11 Case
Gresham has experienced, and may continue to experience, increased levels of employee attrition as a result of the Chapter 11 Case
NewRisks Related to the Planned Divestiture of Ault Capital
Completion of the Divestiture could result in a decline in the price of our Class A common stock
NewRisks Related to the Planned Divestiture of Ault Capital
The Divestiture might not be completed or not be completed within the envisaged time frame
NewRisks Related to the Planned Divestiture of Ault Capital
Certain of our executive officers and directors may have actual or potential conflicts of interest after the Divestiture

Dropped

DroppedRisks Related to Related Party Transactions
Our relationship with Alzamend may expose us to certain conflicts of interest
DroppedRisks Related to RiskOn
BNC’s products and changes to such products could fail to attract or retain users or generate revenue and profits, or otherwise adversely affect BNC’s business
DroppedRisks Related to RiskOn
Our reliance on third-party certified game providers creates operational, compliance, and reputational vulnerabilities that could adversely impact our business
DroppedRisks Related to RiskOn
The lack of comprehensive encryption for communications on the Platform may increase the impact of a data security incident
DroppedRisks Related to RiskOn
Challenges in advertising and promoting our sweepstakes could hinder our user acquisition and revenue growth
DroppedRisks Related to RiskOn
A perceived lack of fairness in outcomes or prize distribution could severely damage brand trust
DroppedRisks Related to Government Regulation and Enforcement Regarding BNC
Our sweepstakes model could be reclassified as gambling or otherwise face tighter restrictions in certain U.S. states, which would materially affect our operations
DroppedRisks Related to Government Regulation and Enforcement Regarding BNC
We are subject to complex and evolving U.S. federal and state sweepstakes and consumer protection laws, which may impose substantial compliance burdens and operational constraints
DroppedRisks Related to Government Regulation and Enforcement Regarding BNC
Regulatory inquiries or legal proceedings related to AML, consumer fraud, or other compliance areas could disrupt our business and harm our reputation
DroppedRisks Related to Data, Security, and Intellectual Property
We anticipate that BNC’s efforts related to privacy, safety, security, and content review will identify additional instances of misuse of user data or other undesirable activity by third parties on the Platform
DroppedRisks Related to Ownership of Our Class A Common Stock and Future Offerings
The listing of our Class A common stock on the NYSE American is contingent on our compliance with the NYSE American’s conditions for continued listing

Reworded

97% rewrittenRisks Related to Data, Security, and Intellectual Property
Security breaches, cyberattacks, and attempts to manipulate market outcomes could undermine trust in the Platform and materially harm BNC’s business
Updated BNC platform description from a sweepstakes social gaming environment to a predictions market platform.
Was: Security breaches, unauthorized attempts to manipulate or “cheat” sweepstakes outcomes, and other cyber incidents could undermine trust in the Platform and adversely affect BNC’s business
94% rewrittenRisks Related to Ownership of Our Class A Common Stock and Future Offerings
You may experience future dilution as a result of future equity offerings
Clarified that future capital raises and dilution will specifically involve shares of Class A common stock.
92% rewrittenRisks Related to TurnOnGreen
TurnOnGreen is in a highly competitive EV charging services industry and there can be no assurance that TurnOnGreen will be able to compete with many of its competitors, which are larger and have greater financial resources
Added specific competitive factors for TurnOnGreen such as technical qualifications, past contract performance, geographic presence, and pricing.
90% rewrittenRisks Related to TurnOnGreen
Changes in U.S. and international trade policies, particularly with respect to China, and key trading countries, may adversely impact TurnOnGreen’s business and operating results
Specified TurnOnGreen tariff rates reaching up to 145% on China imports and 10% on Taiwan and Israel imports.
85% rewrittenRisks Related to RiskOn International and BitNile.com - General
BNC’s products and internal systems rely on software and hardware that is highly technical, and any errors, bugs, or vulnerabilities in these systems could adversely affect BNC’s business
Expanded BNC software error consequences to include billing or settlement errors and intellectual property protection risks.
Was: BNC’s products and internal systems rely on software and hardware that is highly technical, and any errors, bugs, or vulnerabilities in these systems, or failures to address or mitigate technical limitations in BNC’s systems, could adversely affect BNC’s business
83% rewrittenRisks Related to Circle 8
Furthermore, as Circle 8 expands its operations, it may need to rely on suppliers and logistics partners in new geographic regions, which could expose Circle 8 to additional supply chain risks
Added that Circle 8 added a Liebherr crane from Germany alongside Manitowoc/Grove units.
Was: Furthermore, as Circle 8 expands its operations, it may need to rely on suppliers and logistics partners in new geographic regions, which could expose the company to additional supply chain risks
72% rewrittenRisks Related to TurnOnGreen
TurnOnGreen can provide no assurance of any successful expansion of its operations
Minor phrasing adjustments regarding TurnOnGreen's operating expenses and internal management systems.
60% rewrittenRisks Related to Circle 8
As Circle 8’s rental fleet ages, its operating costs may increase, it may be unable to pass along such costs to customers, and earnings may decrease. The costs of new fleet units may increase, requiring Circle 8 to spend more for replacement equipment or preventing it from procuring equipment on a timely basis
Added concrete fleet data for Circle 8, noting an average crane age increase from nine to ten years with a 20-year service life.
48% rewrittenRisks Related to Related Party Transactions
Our relationship with Ault & Company may enhance the difficulty inherent in obtaining financing for us as well as expose us to certain conflicts of interest
46% rewrittenRisks Related to Ownership of Our Class A Common Stock and Future Offerings
We have a substantial number of convertible notes, warrants and preferred stock outstanding that could affect our price
43% rewrittenRisks Related to Our Bitcoin Operations – Legal and Regulatory
If the SEC or another regulatory body considers Bitcoin to be a security under U.S. securities laws, we may be required to comply with significant SEC registration and/or other requirements
41% rewrittenRisks Related to Related Party Transactions
Our relationship with ROI may expose us to certain conflicts of interest
34% rewrittenRisks Related to Our Company
We may not be able to utilize our net operating loss carryforwards
32% rewrittenRisks Related to Circle 8
The inability to forecast trends accurately may have an adverse impact on Circle 8’s business and financial condition
30% rewrittenRisk related to technological advancements and obsolescence of current Bitcoin mining equipment
Bitcoin may have concentrated ownership and large sales or distributions by holders of Bitcoin assets could have an adverse effect on the market price of Bitcoin
29% rewrittenRisks Related to Circle 8
Circle 8’s fleet is subject to residual value risk upon disposition
26% rewrittenRisks Related to the Planned Divestiture of Ault Capital
The elimination of monetary liability against our directors, officers and employees under law and the existence of indemnification rights for or obligations to our directors, officers and employees may result in substantial expenditures by us and may discourage lawsuits against our directors, officers and employees
26% rewrittenRisks Related to the Planned Divestiture of Ault Capital
Deterioration of global economic conditions could adversely affect our business
22% rewrittenRisks Related to Our Indebtedness and Liquidity
We will need to raise additional capital to fund our operations in furtherance of our business plan

All 206 risk factors

Headings as the filing states them, in filing order.

Risks Related to Our Company

01We have an evolving business model, which increases the complexity of our business
02We are heavily dependent on our senior management, and a loss of a member of our senior management team could cause our stock price to suffer
03We rely on highly skilled personnel and the continuing efforts of our executive officers and, if we are unable to retain, motivate or hire qualified personnel, our business may be severely disrupted
04We may not be able to utilize our net operating loss carryforwards34% rewritten

Risks Related to Our Indebtedness and Liquidity

05We will need to raise additional capital to fund our operations in furtherance of our business plan22% rewritten
06To service any future indebtedness and other obligations, we will require a significant amount of cash

Risks Related to Circle 8

07Circle 8’s business is, directly and indirectly, dependent on a functioning global supply chain system. The oil and steel markets are global, and many suppliers, vendors, OEM’s and parts manufacturers for Circle 8 and its clients’ industries are offshore
08Furthermore, as Circle 8 expands its operations, it may need to rely on suppliers and logistics partners in new geographic regions, which could expose Circle 8 to additional supply chain risks83% rewritten
09Circle 8 faces risks related to heightened inflation, recession, financial and credit market disruptions and other economic conditions
10The inability to forecast trends accurately may have an adverse impact on Circle 8’s business and financial condition32% rewritten
11Circle 8’s revenue and operating results may fluctuate, which could result in a decline in profitability and make it more difficult to grow the business
12Circle 8 is subject to competition, which may have a material adverse effect on its business by reducing its ability to increase or maintain revenues or profitability
13The cost of new Circle 8 rental fleet units may increase and therefore may require a larger equity investment equipment. In some cases, it may not be possible to procure equipment on a timely basis due to supplier constraints, among other reasons
14Circle 8’s fleet is subject to residual value risk upon disposition29% rewritten
15As Circle 8’s rental fleet ages, its operating costs may increase, it may be unable to pass along such costs to customers, and earnings may decrease. The costs of new fleet units may increase, requiring Circle 8 to spend more for replacement equipment or preventing it from procuring equipment on a timely basis60% rewritten
16Labor disputes could disrupt Circle 8’s ability to serve its customers and/or lead to higher labor costs
17Climate change, climate change regulations and greenhouse effects may materially adversely impact Circle 8 operations and markets

Risks Related to Our Bitcoin Strategy and Holdings

18Our Bitcoin strategy exposes us to various risks, including risks associated with BitcoinNew
19Our Bitcoin strategy subjects us to enhanced regulatory oversightNew
20The concentration of our Bitcoin holdings enhances the risks inherent in our Bitcoin strategyNew
21The emergence or growth of other digital assets, including those with significant private or public sector backing, could have a negative impact on the price of Bitcoin and adversely affect our businessNew

Risks Related to Our Bitcoin Operations – General

22Acceptance and/or widespread use of Bitcoin is uncertain
23The development and acceptance of cryptographic and algorithmic protocols governing the issuance of and transactions in cryptocurrencies is subject to a variety of special economic, geopolitical and regulatory factors, which could slow the growth of the industry in general and our company as a result
24Political or economic crises may motivate large-scale sales of cryptocurrencies, which could result in a reduction in values of cryptocurrencies such as Bitcoin and adversely affect an investment in us
25Negative media attention and public perception surrounding energy consumption by cryptocurrency mining may adversely affect our reputation and, consequently, our stock price; particularly in the eyes of some of our investors who may be more interested in our non-crypto operations as a holding company
26Banks and financial institutions may not provide banking services, or may cut off services, to businesses like us that engage in cryptocurrency-related activities
27The price of cryptocurrencies may be affected by the sale of such cryptocurrencies by other vehicles investing in cryptocurrencies or tracking cryptocurrency markets. Such events could have a material adverse effect on our business, prospects or operations and potentially the value of any Bitcoin we mine

Risk related to technological advancements and obsolescence of current Bitcoin mining equipment

28Our operations are exposed to the risk of rapid technological advancements in the development and production of Bitcoin mining equipment, which could render our existing mining infrastructure obsolete and adversely impact our financial performance
29Our future success will depend in part upon the value of Bitcoin. The value of Bitcoin may be subject to pricing risk and has historically been subject to wide swings
30We may be unable to raise additional capital needed to grow our data center hosting business
31The emergence of competing blockchain platforms or technologies may harm our business as presently conducted by preventing us from realizing the anticipated profits from our investments and forcing us to expend additional capital in an effort to adapt
32We rely on one or more third parties for depositing, storing and withdrawing the Bitcoin we receive, which could result in a loss of assets, disputes and other liabilities or risks which could adversely impact our business
33If 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 our company and our ability to operate
34Our reliance on a third-party mining pool service provider for our mining revenue payouts may have a negative impact on our operations such as a result of cyber-attacks against the mining pool operator and/or our limited recourse against the mining pool operator with respect to rewards paid to us
35Bitcoin may have concentrated ownership and large sales or distributions by holders of Bitcoin assets could have an adverse effect on the market price of Bitcoin30% rewritten

Risks Related to Our Bitcoin Operations – Legal and Regulatory

36We are subject to a highly evolving regulatory landscape and any adverse changes to, or our failure to comply with, any laws and regulations could adversely affect our business, prospects or operations
37Ongoing and future regulatory actions may impact our ability to continue to operate, and such actions could affect our ability to continue as a going concern or to pursue our strategy at all, which could have a material adverse effect on our business, prospects or operations
38If the SEC or another regulatory body considers Bitcoin to be a security under U.S. securities laws, we may be required to comply with significant SEC registration and/or other requirements43% rewritten
39Current interpretations require the regulation of Bitcoin under the CEA by the CFTC, and we may be required to register and comply with such regulations. Any disruption of our operations in response to the changed regulatory circumstances may be at a time that is disadvantageous to our investorsNew
40We are subject to risks associated with our need for significant electrical power. Government regulators may potentially restrict the ability of electricity suppliers to provide electricity to mining operations, such as ours
41Our interactions with a blockchain may expose us to specially designated nationals or blocked persons or cause us to violate provisions of law that did not contemplate distributed ledger technology

Risks Related to Our Bitcoin Operations – Technological

42The characteristics of crypto assets have been, and may in the future continue to be, exploited to facilitate illegal activity such as fraud, money laundering, tax evasion and ransomware scams; if any of our customers do so or are alleged to have done so, it could adversely affect us
43Incorrect or fraudulent cryptocurrency transactions may be irreversible and 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
44Cryptocurrencies, including those maintained by or for us, may be exposed to cybersecurity threats and hacks
45Our use of third-party mining pools exposes us to additional risks

Risks Related to Omnipresent

46Omnipresent intends to operate in an emerging industry that is subject to rapid technological change and will experience increasing competitionNew
47Omnipresent’s business plans require a significant amount of capital. Future capital needs may require us to sell additional equity or debt securities that may dilute our stockholdersNew
48Omnipresent has no experience in operating robots. Unforeseen safety issues with its future products could result in injuries to people which would in turn result in adverse effects on Hyperscale Data’s business and reputationNew
49Omnipresent must successfully manage product introductions and transitions in order to become competitiveNew
50If any of these or other factors becomes problematic, Omnipresent may not be able to develop and introduce new robotic solutions in a timely or cost-effective manner, and its anticipated business may be harmedNew
51Components used in Omnipresent’s future products sensors may fail as a result of manufacturing, design or other defects over which it has no control and render its anticipated devices permanently inoperableNew

Risks Related to Our Ault Blockchain Operations

52All capital that we have invested through Ault Capital in the Ault Blockchain could be lost entirelyNew
53We have never built or operated a public blockchain network, and we may be unable to successfully execute a venture of this technical and operational complexityNew
54We may lack the internal organizational capacity and management bandwidth required to build and operate a public blockchain network while simultaneously operating our existing businessesNew
55A new blockchain network has no established value without participants, and participants may not join a network that does not yet have demonstrated value, a challenge that may prove impossible to overcomeNew
56No secondary market for AULT Tokens may ever develop, which would make the tokens economically worthless and undermine the economic rationale for purchasing a Node LicenseNew
57The Ault Blockchain Mainnet launched in March 2026 and we have no meaningful track record from which investors can evaluate the performance or long-term prospects of this businessNew
58The node license program is a novel commercial structure with no established market precedent, and the market may not accept itNew
59A significant failure in the Ault Blockchain business could harm the reputation and operations of our other business segments, and adverse developments in other segments could in turn harm the Ault BlockchainNew
60Ongoing development of the Ault Blockchain requires continued capital investment that may not be available on acceptable terms or at allNew
61The Ault Blockchain depends on a small number of individuals with specialized knowledge who are not easily replaced, and the loss of any of them could significantly harm our operationsNew
62The Ault Blockchain competes against established blockchain networks with substantially greater resources, participation, and proven track records, and may be unable to compete effectivelyNew
63Broad declines or periods of negative sentiment in digital asset markets generally could reduce demand for Node Licenses and adversely affect the Ault Blockchain business regardless of the network’s own performanceNew
64The long-term strategy for the Ault Blockchain depends on applications that have not been built, and these applications may not be successfully developed or may fail to attract usersNew
65The strategy of building a blockchain network oriented toward tokenized real-world assets depends on legal, custodial, and market infrastructure that does not yet fully exist, and the execution of this strategy may prove more complex and costly than we currently anticipateNew

Operational and Financial Risks

66The core software underlying the Ault Blockchain is developed primarily by an outside firm rather than an internal team, creating dependency, lack of knowledge continuity, and transition risks that could materially disrupt the networkNew
67There is currently no available insurance product that would cover losses resulting from a smart contract vulnerability, governance attack, or loss of digital asset private keys, meaning any such loss would be unrecoverableNew
68Blockchain businesses frequently face difficulty maintaining banking relationships, and the loss of banking access would impair our ability to conduct the fiat currency operations necessary to run the Ault Blockchain businessNew
69Affiliated entities that operate as validators or stake AULT Tokens are subject to a protocol-enforced penalties that can permanently reduce their token holdings, and any such event could result in a material financial lossNew
70Affiliated entities hold or may hold a majority of all outstanding Node Licenses, concentrating economic interests and potential governance influence within our corporate groupNew
71The Ault DAO governance process may produce decisions that are harmful to our interests or to the long-term health of the network, and we have limited ability to prevent such outcomesNew
72The on-chain treasury funded by network transaction fees is controlled by governance votes that we cannot override, and those funds may be allocated in ways that do not benefit the networkNew
73The economic arrangements between the Ault Blockchain and our affiliates create potential conflicts of interest that may not be fully aligned with the interests of unaffiliated Node License purchasersNew
74Our ability to screen Node License purchasers and governance participants depends on third-party identity verification and sanctions screening services, and any failure of those services could impair our compliance operationsNew
75We rely on external vendors and partners for critical functions we cannot fully perform in-house, and the loss of any key relationship could severely disrupt operationsNew

Legal and Regulatory Risks

76If either the AULT Token or the Node Licenses we are selling are determined to be a security under applicable law, we could be required to register token distributions as well as node sales, restructure the network’s economics, or cease operations in their current formNew
77The SEC, CFTC, FinCEN, OFAC, or other regulators may take enforcement action against us or the Ault Blockchain in connection with its digital asset activities, and any such action could be materially disruptiveNew
78The regulatory posture toward digital assets in the United States has shifted materially between presidential administrations and could shift again, creating significant uncertainty for a business built on long-term regulatory assumptionsNew
79We may be subject to obligations under federal anti-money laundering laws that impose significant compliance costs and operational requirements, and failure to comply could result in material penaltiesNew
80We apply identity verification and sanctions screening at our controlled access points, but the Ault Blockchain is a public network and we cannot prevent all protocol-level interaction by sanctioned persons, which may expose us to regulatory riskNew
81The Wyoming decentralized autonomous organization limited liability company statute is a new and largely untested area of law, and courts or regulators in other jurisdictions may not recognize or enforce the protections it providesNew
82Before the network reaches a defined stage of operation, Ault DAO LLC retains the unilateral authority to amend the governing Constitution, which means the terms that Node License purchasers agreed to could change after purchaseNew
83The Ault Blockchain operates across multiple regulatory jurisdictions, and adverse regulatory developments in any major jurisdiction could restrict participant access and impair the network’s global growthNew
84Planned applications involving tokenized financial assets may require exchange, alternative trading system, or broker-dealer registration that we do not currently hold, and the absence of such registration could prevent these applications from launchingNew
85The Ault Blockchain is a public network on which any developer may deploy applications without approval, and harmful or non-compliant applications could expose the network and our company to regulatory scrutiny and reputational harmNew
86The accounting and tax treatment of AULT Token distributions received by affiliated entities is uncertain, and adverse determinations could result in unexpected financial and tax liabilitiesNew
87We may be subject to regulatory enforcement proceedings, class action litigation from Node License purchasers, or other legal proceedings that could result in material costs, penalties, and operational disruptionNew
88Participants who lose access to their Node Licenses or earned tokens due to the loss of their private keys may bring claims against us despite the fact that we have no custody of or access to those assetsNew
89The governing Constitution limits member claims against us and requires binding arbitration, but these provisions may not be enforceable in all jurisdictions and may not fully protect us from litigationNew

Technology Risks

90Protocol and smart contract vulnerabilities; the software underlying the Ault Blockchain, may contain bugs or security flaws that could be exploited to cause permanent, unrecoverable harm to the network and its participantsNew
91Theft or compromise of the private keys controlling affiliated entities’ AULT Token holdings could result in the permanent loss of significant digital assets, with no ability to recover themNew
92Block production on the Ault Blockchain is concentrated among the top 100 validators, and the compromise or coordination of a significant portion of that group could disrupt or manipulate the networkNew
93The verifiable random function system that node operators depend on for their participation in the network could produce compromised outputs if a sufficient number of nodes are coordinated or manipulated, undermining network functions that rely on randomnessNew
94Governance-approved changes to the network’s software may introduce unforeseen technical problems, and disagreements over upgrades could result in the network splitting into additional, incompatible versionsNew
95The Ault Blockchain is built on open-source components that we do not own or fully control, and vulnerabilities or changes introduced by third-party maintainers could affect the security and stability of the networkNew
96The Ault Blockchain’s planned cross-chain connectivity relies on LayerZero, an external cross-chain messaging protocol that we do not own or control, and any failure, vulnerability, or adverse change affecting LayerZero could disrupt the network’s cross-chain functionalityNew
97The Ault Blockchain may not perform as designed under real-world conditions, and performance failures could drive participants and developers to competing networksNew
98The blockchain technology underlying the Ault Blockchain is evolving rapidly, and the network’s current architecture could become technically outdated relative to newer networks, reducing its competitivenessNew

Risks Related to Our Status as a Holding Company

99Our inability to successfully integrate new acquisitions could adversely affect our combined business; our operations are widely disbursed
100If we make any additional acquisitions, they may disrupt or have a negative impact on our business
101Increasing revenues through acquisitions is one of the key components of our growth strategy. Identifying suitable acquisition candidates can be difficult, time-consuming and costly, and we may not be able to identify suitable candidates or complete acquisitions in a timely manner, on a cost-effective basis or at all
102Future acquisitions or business opportunities could involve unknown risks that could harm our business and adversely affect our financial condition and results of operations
103In pursuing our corporate strategy, we may acquire, dispose of or exit businesses or reorganize existing investments. The success of this strategy is dependent upon our ability to identify appropriate opportunities, negotiate transactions on favorable terms and ultimately complete such transactions
104Our development stage companies may never produce revenues or income
105Divestitures and contingent liabilities from divested businesses could adversely affect our business and financial results

Risks Related to Related Party Transactions

106Our relationship with Ault & Company may enhance the difficulty inherent in obtaining financing for us as well as expose us to certain conflicts of interest48% rewritten
107Our relationship with ROI may expose us to certain conflicts of interest41% rewritten

Risks Related to RiskOn International and BitNile.com - General

108BNC has no operating history in the predictions market industry, and its prior sweepstakes gaming operations are not indicative of future performance in its new businessNew
109The Platform is currently in alpha testing and is not yet commercially available, and BNC may face significant delays or obstacles in completing development and launching to a broader user baseNew
110The Platform’s availability is restricted to permitted jurisdictions, which significantly limits BNC’s addressable market and may constrain revenue growthNew
111Predictions markets require sufficient two-sided market liquidity to function effectively, and BNC may be unable to attract and maintain the user base necessary to support a viable marketplaceNew
112BNC faces competition from well-capitalized and, in certain cases, already-regulated predictions market platforms, and the competitive landscape is expanding rapidlyNew
113BNC’s Platform depends on third-party data providers to supply verified real-world event outcomes for settlement purposes, and disruptions in those services could impair the Platform’s ability to settle markets accurately and on timeNew
114BNC’s products and internal systems rely on software and hardware that is highly technical, and any errors, bugs, or vulnerabilities in these systems could adversely affect BNC’s business85% rewritten
115BNC’s ability to grow its user base and generate revenue depends on its ability to attract and retain users in a market where user switching costs are low and competing platforms are readily accessibleNew
116BNC’s ability to access payment processing services and maintain banking relationships may be constrained by the regulatory uncertainty surrounding the predictions market industryNew

Risks Related to Government Regulation and Enforcement Regarding BNC

117The predictions market industry is subject to complex and evolving federal and state regulation, and BNC may be required to obtain regulatory authorizations it has not yet obtained before it can operate commercially in certain jurisdictionsNew
118The CFTC has broad authority over event contracts, and regulatory action by the CFTC could require BNC to restructure or discontinue certain aspects of its businessNew
119The question of whether federal regulation of predictions market platforms preempts state gambling and gaming laws is actively contested in courts across multiple jurisdictions, and an adverse outcome could materially restrict BNC’s operationsNew
120Certain U.S. states may characterize predictions markets as gambling or gaming activities subject to state licensing requirements, and certain states have pursued civil and criminal enforcement actions against predictions market platformsNew
121Event contracts relating to sports outcomes are subject to heightened regulatory and legal scrutiny and may be subject to state sports betting licensing requirements in addition to federal commodity regulationNew
122BNC is subject to know-your-customer and anti-money laundering compliance obligations that could increase its operating costs and restrict its ability to onboard usersNew
123BNC may be subject to consumer protection claims and problem gambling liability as regulators and courts increasingly characterize predictions market activity as a form of gambling with associated public health consequencesNew
124Congressional legislation addressing the regulatory framework for predictions markets could alter the conditions under which BNC operates, with outcomes that may be favorable or adverse to BNC’s businessNew
125Numerous foreign jurisdictions have already classified predictions market platforms as illegal gambling and banned their operation, which may significantly restrict BNC’s ability to serve international usersNew
126The regulatory framework for predictions markets in certain foreign jurisdictions is actively evolving, and changes in those frameworks could affect BNC’s ability to operate in markets that are currently accessibleNew
127BNC’s geographic access controls may be insufficient to prevent users in prohibited jurisdictions from accessing the Platform, which could expose BNC to regulatory enforcement in those jurisdictionsNew
128Changes in law or regulatory policy applicable to predictions markets could require BNC to make significant changes to its business model or cease operations in certain jurisdictionsNew

Risks Related to Data, Security, and Intellectual Property

129Security breaches, cyberattacks, and attempts to manipulate market outcomes could undermine trust in the Platform and materially harm BNC’s business97% rewritten
130The collection and handling of user personal data, including information gathered through the user verification process, exposes BNC to data privacy compliance obligations and the risk of regulatory enforcementNew
131BNC’s products and internal systems rely on software and hardware developed in part by third parties, and BNC has limited visibility into and control over the security and reliability practices of those providersNew
132BNC may be unable to adequately protect its intellectual property, and third parties may assert that BNC’s Platform or technology infringes their intellectual property rightsNew

Risks Related to askROI

133We rely on an exclusive LLM licensing arrangement and a platform development agreement with the same primary developer, even though we maintain ownership of the askROI platform’s IP
134Despite our multi-LLM routing model, performance or reliability issues with our primary development partner’s LLM could still harm our product quality and reputation
135askROI faces risks commonly associated with start-up companies
136askROI faces adoption and integration and other challenges
137Rapidly changing AI regulation may require significant adjustments and investments
138Data privacy and security laws could increase compliance costs and limit our flexibility
139Established technology companies with greater resources may outcompete us
140Our future success depends on ongoing innovation and technological advancements
141Our platform’s integration with third-party tools and systems may present technical and operational risks
142We rely on secure workspaces and knowledge bases that may still pose data exposure risks
143Inaccurate or biased AI outputs could expose us to reputational and legal risks
144Our proprietary rights could be inadequately protected, leading to IP disputes
145Customer retention risks could pose a challenge for askROI
146Uncertain legal interpretations of emerging AI regulations could lead to operational constraints
147If we fail to effectively manage our growth, our business could suffer

Risks Related to the OnlyBulls Platform

148The OnlyBulls platform depends on third-party market data providers, and any disruption to or termination of those relationships could impair our ability to deliver core platform functionalityNew
149askROI’s integration with third-party charting providers exposes askROI to risks associated with those providers’ continued availability, pricing, and terms of serviceNew
150The DeFi self-custody wallet functionality on the OnlyBulls platform relies on Privy as its wallet infrastructure provider, and any disruption to that relationship could impair or disable askROI’s wallet offeringNew
151Users of the OnlyBulls DeFi self-custody wallet bear sole responsibility for maintaining access to their authentication credentials, and the permanent loss of those credentials may result in the irreversible loss of all digital assets held in the walletNew
152Digital asset swap functionality within OnlyBulls depends on decentralized exchange aggregators that askROI does not control, and users may experience losses or service failures associated with those protocolsNew
153askROI relies on multiple third-party providers for on-ramp and off-ramp services enabling users to convert between traditional currency and digital assets, and disruptions to any of these providers could impair this functionalityNew
154The DeFi self-custody wallet and related transaction features of OnlyBulls may be subject to money transmission licensing requirements, anti-money laundering obligations or other financial services regulations that could constrain askROI’s operations or require significant compliance investmentNew
155AI-generated research outputs on the OnlyBulls platform could be incorrect, misleading, or misinterpreted as personalized investment advice, exposing askROI to regulatory scrutiny and legal claimsNew
156Periods of volatility or sustained declines in digital asset markets could reduce user engagement with the OnlyBulls platform and adversely affect askROI’s businessNew
157The DeFi self-custody wallet functionality of OnlyBulls presents heightened cybersecurity risks, and any breach or theft of digital assets could result in significant losses and reputational harmNew
158User misunderstanding of the scope of OnlyBulls’ functionality could result in reputational harm and regulatory scrutiny if users believe the platform offers securities trading capabilities, which it does not provideNew

Risks Related to the Purchase, Ownership and Custody of Precious Metals

159We currently have no experience as a company in purchasing, owning, holding or liquidating precious metalsNew
160The price of precious metals is volatileNew
161Crises may motivate large-scale sales of precious metals which could decrease the price of precious metals and adversely affect an investment in our companyNew
162The price of precious metals may be affected by the sale of precious metals by ETFs or other exchange traded vehicles tracking such marketsNew
163Substantial sales of precious metals by the official sector could adversely affect our investment in precious metalsNew
164Our precious metals may be subject to loss, damage, theft or restriction on accessNew

Risks Related to Gresham’s Business and Financial Condition

165Gresham has historically incurred net losses and negative cash flow and Gresham’s operating results may significantly vary from quarter to quarter, so it may not be able to achieve or sustain profitability New
166If Gresham’s reputation or relationships with the governments of the United States, the United Kingdom, Israel or the limited number of defense contractors with which Gresham works were harmed, Gresham’s future revenues and cash flows would be adversely affectedNew
167Because Gresham engages in fixed fee contracts with Gresham’s customers, it faces pressure on Gresham’s gross profit margins and operating costs from inflation New
168Gresham’s subsidiary, Enertec, operates a production facility in Karmiel, Israel, and Gresham’s business, financial condition and results of operations may be adversely affected by geopolitical risks and military activity in the regionNew
169If the inflationary pressures in the United States and elsewhere where Gresham operates continue at current levels or increase, Gresham could experience reduced margins and lose future businessNew
170If Gresham loses key personnel, it could have a material adverse effect on Gresham’s financial condition, results of operations and growth prospectsNew
171Gresham’s sales and profitability may be affected by changes in economic, business and industry conditionsNew
172These trends and factors could adversely affect Gresham’s business, results of operations and financial condition and diminish Gresham’s ability to achieve its strategic objectivesNew

Risks Related to Gresham’s Sales, Business Development and Competition

173Gresham’s sales cycles can be long and unpredictable, and Gresham’s sales efforts require considerable time and expense. As a result, Gresham’s sales and revenue are difficult to predict and may vary substantially from period to period, which may cause Gresham’s operating results to fluctuate significantlyNew
174Gresham’s sales are significantly dependent on the defense industry and a limited number of customersNew
175Gresham faces intense industry competition and product obsolescence, which, in turn, could increase Gresham’s lossesNew
176Because Gresham’s competitors have greater resources, Gresham may not be able to compete effectivelyNew
177The sale of Gresham’s products is dependent upon its ability to satisfy the proprietary requirements of its customersNew

Risks Related to Gresham’s Operations

178If Gresham is unable to identify, attract, train and retain qualified personnel, especially its design and technical personnel, Gresham’s business and results of operations would be materially and adversely affected and it may not be able to effectively execute its business strategyNew
179Gresham’s strategic focus on purpose-built electronics solutions and concurrent cost reduction plans may be ineffective or may limit its ability to competeNew
180A significant portion of Gresham’s contracts are fixed-price contracts that could subject it to losses in the event of cost overruns or a material increase in inflationNew
181Gresham’s subsidiaries purchase a significant amount of their components and products outside of the countries in which they operateNew

Risks Related to the Chapter 11 Case

182As a result of the Chapter 11 Case, Gresham’s financial results may be volatile and may not reflect historical trends New
183Gresham has experienced, and may continue to experience, increased levels of employee attrition as a result of the Chapter 11 Case New

Risks Related to TurnOnGreen

184TurnOnGreen can provide no assurance of any successful expansion of its operations72% rewritten
185Changes in U.S. and international trade policies, particularly with respect to China, and key trading countries, may adversely impact TurnOnGreen’s business and operating results90% rewritten
186TurnOnGreen is in a highly competitive EV charging services industry and there can be no assurance that TurnOnGreen will be able to compete with many of its competitors, which are larger and have greater financial resources92% rewritten

Risks Related to Ownership of Our Class A Common Stock and Future Offerings

187You may experience future dilution as a result of future equity offerings94% rewritten
188Our Class A common stock price is volatile
189Volatility in our Class A common stock price may subject us to securities litigation
190We have a substantial number of convertible notes, warrants and preferred stock outstanding that could affect our price46% rewritten

Risks Related to the Planned Divestiture of Ault Capital

191Completion of the Divestiture could result in a decline in the price of our Class A common stockNew
192The Divestiture might not be completed or not be completed within the envisaged time frameNew
193Certain of our executive officers and directors may have actual or potential conflicts of interest after the DivestitureNew
194Our limited operating history makes it difficult to evaluate our future business prospects and to make decisions based on our historical performance
195Deterioration of global economic conditions could adversely affect our business 26% rewritten
196If our accounting controls and procedures are circumvented or otherwise fail to achieve their intended purposes, our business could be seriously harmed
197Our internal computer systems may fail or suffer security breaches, which could result in a material disruption of our operations
198We face significant competition, including changes in pricing
199Many of our competitors are larger and have greater financial and other resources than we do
200Our growth strategy is subject to a significant degree of risk
201Changes in the U.S. tax and other laws and regulations may adversely affect our business
202Our sales and profitability may be affected by changes in economic, business and industry conditions
203The rights of the holders of common stock may be impaired by the potential issuance of preferred stock
204The requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain qualified board members
205The elimination of monetary liability against our directors, officers and employees under law and the existence of indemnification rights for or obligations to our directors, officers and employees may result in substantial expenditures by us and may discourage lawsuits against our directors, officers and employees26% rewritten
206We do not anticipate paying cash dividends on our common stock and, accordingly, stockholders must rely on stock appreciation for any return on their investment

Other Hyperscale Data 10-Ks

FY2024 10-K risk factors
97 risks
The company relies heavily on specific key executives, notably Milton C. Ault, III, and faces intense regulatory and market scrutiny surrounding Bitcoin mining, energy consumption, and AI data center operations.
Filed Apr 15, 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.