What the changes say
- The company adopted a Digital Asset Treasury Strategy allocating substantial liquidity to Worldcoin, Ethereum, OpenAI, and Beast Industries investments.
- Earnings and balance sheet values are now highly sensitive to crypto market volatility and ASU 2023-08 fair value accounting.
- Traditional packaging and inventory business risks were replaced by crypto custody, smart contract, and tax uncertainties.
What changed since the prior 10-K
New
- NewRisks Related to Our Digital Asset Treasury Business
Our Digital Asset Treasury (“DAT”) Strategy exposes us to significant volatility and potential losses, and may materially affect our financial condition and results of operations
We allocated liquidity to a Digital Asset Treasury Strategy holding $176 million in assets like Worldcoin and Ethereum, exposing us to severe market volatility and potential losses.
- NewRisks Related to Our Digital Asset Treasury Business
The fair value measurement model required under ASU 2023-08 may increase earnings volatility
Adopting ASU 2023-08 requires measuring eligible digital assets at fair value through net income, increasing our earnings volatility independently of operating performance.
- NewRisks Related to Our Digital Asset Treasury Business
We may be unable to liquidate digital assets at favorable prices or in a timely manner due to limited market liquidity or trading halts
Market illiquidity or trading halts on venues where we hold digital assets could prevent timely liquidation at favorable prices to meet operational needs.
- NewRisks Related to Our Digital Asset Treasury Business
Digital asset custody, exchange, and counterparty risks may expose us to loss of assets
We rely on third-party custodians and counterparties like Kraken, Coinbase, and FalconX, whose breach or insolvency could cause a total loss of our digital assets.
- NewRisks Related to Our Digital Asset Treasury Business
We may need additional capital in the future, and our access to financing may be adversely affected by volatility in digital asset markets
Future capital-raising capacity depends on digital asset prices, and price drops could limit our ability to secure financing.
- NewRisks Related to Our Digital Asset Treasury Business
The tax treatment of our digital asset holdings and transactions is subject to significant uncertainty, and adverse developments in tax law or interpretive guidance could materially increase our tax liabilities
Uncertain tax treatment of digital assets, staking rewards, and token exchanges could lead to adverse IRS rulings and increased tax liabilities.
- NewRisks Related to Our Digital Asset Treasury Business
Our treasury portfolio is heavily concentrated in digital assets and private company investments, and the lack of diversification across traditional asset classes may amplify the risks to our financial condition
Our treasury lacks traditional diversification, concentrating heavily on volatile digital assets and private investments in OpenAI and Beast Industries.
- NewRisks Related to Our Digital Asset Treasury Business
We have adopted a digital asset treasury strategy with a focus on WLD, and we may be unable to successfully implement this new strategy
Our strategy focuses on Worldcoin and off-chain identity infrastructure, requiring specialized skills, privacy law compliance, and navigating regulatory scrutiny from the SEC and Nasdaq.
- NewRisks Related to Our Digital Asset Treasury Business
Our shift towards a Worldcoin-focused treasury strategy requires substantial changes in our day-to-day operations and may expose us to significant operational risks
Shifting to a Worldcoin treasury strategy introduces operational risks, potential network service disruptions, and cybersecurity threats from third-party service providers.
- NewRisks Related to Our Digital Asset Treasury Business
We intend to purchase more WLD, the price of which has been, and will likely continue to be, highly volatile. Our operating results and share price may significantly fluctuate, including due to the highly volatile nature of the price of such digital assets and erratic market movements
Purchasing more Worldcoin exposes us to speculative price volatility, and since digital assets do not pay interest, returns rely entirely on price appreciation.
- NewRisks Related to Our Digital Asset Treasury Business
The concentration of our WLD holdings enhances the risks inherent in our Worldcoin-focused strategy
Concentrating our holdings in Worldcoin enhances our risk profile compared to a diversified asset portfolio.
- NewRisks Related to Our Digital Asset Treasury Business
In connection with our WLD treasury strategy, we expect to interact with various smart contracts deployed on the Worldcoin network, which may expose us to risks and technical vulnerabilities
Interacting with smart contracts on the Worldcoin and Ethereum networks exposes us to coding errors, technical vulnerabilities, and potential loss of funds.
- NewRisks Related to Our Digital Asset Treasury Business
Decentralized finance arrangements may expose us to risks of smart contract risk, operational failures and cybersecurity threats
- NewRisks Related to Our Digital Asset Treasury Business
We face risks relating to the use of third-party trading platforms in connection with our Worldcoin-focused strategy
- NewRisks Related to Our Digital Asset Treasury Business
The irreversibility of digital asset transactions exposes us to risks of theft, loss and human error, which could negatively impact our business
- NewRisks Related to Our Digital Asset Treasury Business
Although we plan to regularly transfer digital assets to or from vendors, consultants and services providers, it is possible that, through computer or human error, or through theft or criminal action, such assets could be transferred in incorrect amounts or to unauthorized third parties
- NewRisks Related to Our Digital Asset Treasury Business
We are subject to significant competition in the growing digital asset industry and the Company’s business, operating results, and financial condition may be adversely affected if the Company is unable to compete effectively
- NewRisks Related to Our Digital Asset Treasury Business
Our dependence on various third-party advisors exposes us to certain risks regarding the operation of our business
- NewRisks Related to Strategic Investments
Our strategic investments in private companies, including OpenAI and Beast Industries, are illiquid and subject to significant valuation uncertainty, and we may not realize a return on these investments
- NewRisks Related to Strategic Investments
Our strategic investment portfolio is concentrated in a small number of private companies, and our investment in OpenAI represents approximately 30% of our total treasury position, subjecting us to significant concentration risk
- NewRisks Related to Strategic Investments
We hold minority interests in our strategic portfolio companies and have limited ability to influence their operations, governance, or strategic direction
- NewRisks Related to Strategic Investments
Our strategic investments expose us to risks that are distinct from our digital asset holdings, including risks related to the business operations, competitive environments, and regulatory frameworks applicable to our portfolio companies
- NewRisks Related to Strategic Investments
We have deployed a significant portion of our capital into strategic investments and digital assets, and the continued pursuit of this capital allocation strategy may require us to raise additional capital, which could result in dilution to existing stockholders
- NewRisks Related to Worldcoin and Cryptocurrency
The Worldcoin ecosystem has a limited operating history
- NewRisks Related to Worldcoin and Cryptocurrency
Worldcoin’s credibility and direction are heavily tied to founder Sam Altman and other key employees. WLD tokens may represent a substantial portion of these individuals’ wealth, which concentrates influence and creates uncertainty over how personal decision, priorities and sales might hurt the ecosystem
- NewRisks Related to Worldcoin and Cryptocurrency
Liquidity of WLD is not guaranteed, and WLD could be subject to manipulation
- NewRisks Related to Worldcoin and Cryptocurrency
Privacy risks from biometric verification are extensive and may lead to significant barriers to entry
- NewRisks Related to Worldcoin and Cryptocurrency
Worldcoin’s requirement for in-person iris scans could create a significant adoption barrier compared to digital-only identity systems
- NewRisks Related to Worldcoin and Cryptocurrency
Worldcoin’s biometric data is a high-value attack target for cyber-criminals and other bad actors
- NewRisks Related to Worldcoin and Cryptocurrency
Opposition and accusations of “data colonialism” toward large-scale biometric systems could limit Worldcoin’s acceptance and trigger regulatory backlash
- NewRisks Related to Worldcoin and Cryptocurrency
WLD and other digital assets are novel assets, and are subject to significant legal, commercial, regulatory and technical uncertainty, which could materially adversely affect the Company’s financial position, operations and prospects
- NewRisks Related to Worldcoin and Cryptocurrency
If any of the digital assets that we hold are classified as a security, we may be subject to extensive regulation, which could result in significant costs or force us to cease operations
- NewRisks Related to Worldcoin and Cryptocurrency
The classification of digital assets that we hold as a commodity could subject us to additional CFTC regulation, resulting in significant compliance costs or the cessation of certain operations
- NewRisks Related to Worldcoin and Cryptocurrency
The lack of legal recourse and insurance for digital assets increases the risk of total loss in the event of theft or destruction
- NewRisks Related to Worldcoin and Cryptocurrency
Worldcoin could be subject to technological obsolescence, including competition from emerging blockchain and artificial intelligence protocols
- NewRisks Related to Worldcoin and Cryptocurrency
The emergence or growth of other digital assets, including those with significant private or public sector backing, including by governments, consortiums or financial institutions, could have a negative impact on the price of WLD and adversely affect the Company’s securities
- NewRisks Related to Our Business Generally
Adverse macroeconomic conditions, including inflation, recession, geopolitical instability, and declines in discretionary consumer spending, could adversely affect our business, financial condition and results of operations
- NewRisks Related to Our Business Generally
Each of the Eightco businesses will face competition from existing competitors. Our competitors in the Inventory Management Solutions business include Clearco, a revenue-based financing company for e-commerce and startups, and Payoneer, a global payments platform for cross-border business transactions
- NewRisks Related to Our Business Generally
We currently do not intend to pay dividends on our common stock, and our common stock is subordinate to all of our future indebtedness and any series of preferred stock
- NewRisks Related to Our Business Generally
An active trading market for our common stock may not develop or be sustained, the trading price is likely to be volatile, and our common stock may be delisted from Nasdaq
- NewRisks Related to Our Business Generally
Anti-takeover provisions, our ability to issue preferred stock, and future equity issuances could adversely affect holders of our common stock and impair a takeover attempt
Dropped
- DroppedRisks Related to Our Business Generally
We are a recently formed entity with little track record and limited historical financial information available
Company history and early stage risk.
- DroppedRisks Related to Our Business Generally
The Company has limited financial resources. Our auditors have expressed in the report of independent registered public accounting firm that there is substantial doubt about our ability to continue as a going concern
Auditor going concern doubt.
- DroppedRisks Related to Our Business Generally
We could be adversely affected by declines in discretionary consumer spending, consumer confidence and general and regional economic conditions
- DroppedRisks Related to Our Business Generally
We operate in highly competitive industries and our revenues, profits or market share could be harmed if we are unable to compete effectively
Discretionary consumer spending dependence.
- DroppedRisks Related to Our Business Generally
We may not be able to fund capital expenditures and investment in projects and offerings
Competition in inventory management and corrugated packaging.
- DroppedRisks Related to Our Business Generally
A deterioration in the domestic and international economic environment, whether by way of current inflationary conditions or potential recessionary conditions, could adversely affect our operating results, cash flow and financial condition
Funding capital expenditures for offerings.
- DroppedRisks Related to Our Business Generally
Geopolitical risks, such as those associated with Russia’s invasion of Ukraine, could result in a decline in the outlook for the U.S. and global economies
Inflationary and recessionary economic pressures.
- DroppedRisks Related to Our Business Generally
Our insurance coverage may not be adequate to cover all possible losses that we could suffer and our insurance costs may increase
Geopolitical conflicts in Ukraine and Israel.
- DroppedRisks Related to Our Business Generally
Our management has limited experience in operating a public company
- DroppedRisks Related to Our Corrugated Packaging Business
An increase in the cost or a reduction in the availability of wood fiber, other raw materials, energy and transportation may have an adverse effect on our profitability and results of operations
Insurance coverage adequacy and cost.
- DroppedRisks Related to Our Corrugated Packaging Business
Energy is a significant input cost for the paper and packaging industry. Increases in energy prices can be expected to adversely impact businesses
Management's limited public company experience.
- DroppedRisks Related to Our Corrugated Packaging Business
Disruptions in transportation could adversely affect our supply of raw materials and could have an adverse effect on our results of operations, profitability, and liquidity
- DroppedRisks Related to Our Corrugated Packaging Business
Paper and packaging companies face strong competition
- DroppedRisks Related to Our Corrugated Packaging Business
Certain paper and wood products are vulnerable to long-term declines in demand due to competing technologies or materials
Wood fiber and raw material cost increases.
- DroppedRisks Related to Our Corrugated Packaging Business
Because we service customers in a variety of industries, we may be particularly impacted by general economic downturns
Energy price increases impacting paper packaging.
- DroppedRisks Related to Our Corrugated Packaging Business
We incur significant expenses to maintain our manufacturing equipment and any interruption in the operations of our facilities may harm our operating performance
Transportation disruptions affecting raw material supply.
- DroppedRisks Related to Our Corrugated Packaging Business
We rely on a limited number of third-party suppliers for certain raw materials required for the production of our products
- DroppedRisks Related to Our Corrugated Packaging Business
We may not achieve the desired benefits of selling Ferguson Containers
- DroppedRisks Related to Our Securities and other General Risks
We currently do not intend to pay dividends on our common stock. Consequently, our stockholders’ ability to achieve a return on their investment will depend on appreciation in the price of our common stock
- DroppedRisks Related to Our Securities and other General Risks
Ferguson Containers has material weaknesses in its controls over financial reporting, which could negatively impact investor confidence in the accuracy and completeness of our financial reports, and cause the price of our common stock to decline
- DroppedRisks Related to Our Securities and other General Risks
An active, liquid trading market for our common stock may not develop, which may limit your ability to sell your shares
- DroppedRisks Related to Our Securities and other General Risks
We may issue shares of preferred stock in the future, which could make it difficult for another company to acquire us or could otherwise adversely affect holders of our common stock, which could depress the price of our common stock
- DroppedRisks Related to Our Securities and other General Risks
The trading price of our securities will likely be, and continue to be, volatile and you could lose all or part of your investment
- DroppedRisks Related to Our Securities and other General Risks
Anti-takeover provisions contained in our Certificate of Incorporation and Bylaws, as well as provisions of Delaware law, could impair a takeover attempt
- DroppedRisks Related to Our Securities and other General Risks
These anti-takeover provisions may also limit the opportunity for our stockholders to receive a premium for their shares of our common stock and could also affect the price that some investors are willing to pay for our common stock
- DroppedRisks Related to Our Securities and other General Risks
If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline
- DroppedRisks Related to Our Securities and other General Risks
We may not receive the desired benefits of selling Ferguson Containers
- DroppedRisks Related to Our Securities and other General Risks
Your percentage ownership in our company may be diluted in the future
- DroppedRisks Related to Our Securities and other General Risks
Our common stock will be subordinate to all of our future indebtedness and any series of preferred stock, and effectively subordinated to all indebtedness and preferred equity claims against our subsidiaries
- DroppedRisks Related to Our Securities and other General Risks
Our common stock is listed on Nasdaq. For continued listing on Nasdaq, we are required to comply with the continued listing requirements, including the minimum market capitalization standard, the corporate governance requirements and the minimum closing bid price requirement, among other requirements
Reworded
- 96% rewrittenRisks Related to Our Business Generally
We are a relatively new company with limited public company experience, and the requirements of being a public company may strain our resources and distract management
Updated incorporation history to Texas on February 2, 2026, and detailed expected operational, technology, and talent expenses for our new strategy.
Was: The requirements of being a public company may strain our resources and distract management
- 56% rewrittenRisks Related to Our Business Generally
We may not be able to fund capital expenditures and investment in projects and offerings, and our business plan may require additional liquidity and capital resources that might not be available on favorable terms, or at all
Added that generating sufficient cash flow depends on product originality and changing consumer preferences, risking project delays if financing is unavailable.
Was: Our business plan may require additional liquidity and capital resources that might not be available on terms that are favorable to us, or at all
All 51 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Digital Asset Treasury Business
- 01Our Digital Asset Treasury (“DAT”) Strategy exposes us to significant volatility and potential losses, and may materially affect our financial condition and results of operationsNew
- 02The fair value measurement model required under ASU 2023-08 may increase earnings volatilityNew
- 03We may be unable to liquidate digital assets at favorable prices or in a timely manner due to limited market liquidity or trading haltsNew
- 04Digital asset custody, exchange, and counterparty risks may expose us to loss of assetsNew
- 05We may need additional capital in the future, and our access to financing may be adversely affected by volatility in digital asset marketsNew
- 06The tax treatment of our digital asset holdings and transactions is subject to significant uncertainty, and adverse developments in tax law or interpretive guidance could materially increase our tax liabilitiesNew
- 07Our treasury portfolio is heavily concentrated in digital assets and private company investments, and the lack of diversification across traditional asset classes may amplify the risks to our financial conditionNew
- 08We have adopted a digital asset treasury strategy with a focus on WLD, and we may be unable to successfully implement this new strategyNew
- 09Our shift towards a Worldcoin-focused treasury strategy requires substantial changes in our day-to-day operations and may expose us to significant operational risksNew
- 10We intend to purchase more WLD, the price of which has been, and will likely continue to be, highly volatile. Our operating results and share price may significantly fluctuate, including due to the highly volatile nature of the price of such digital assets and erratic market movementsNew
- 11The concentration of our WLD holdings enhances the risks inherent in our Worldcoin-focused strategyNew
- 12In connection with our WLD treasury strategy, we expect to interact with various smart contracts deployed on the Worldcoin network, which may expose us to risks and technical vulnerabilitiesNew
- 13Decentralized finance arrangements may expose us to risks of smart contract risk, operational failures and cybersecurity threatsNew
- 14We face risks relating to the use of third-party trading platforms in connection with our Worldcoin-focused strategyNew
- 15The irreversibility of digital asset transactions exposes us to risks of theft, loss and human error, which could negatively impact our businessNew
- 16Although we plan to regularly transfer digital assets to or from vendors, consultants and services providers, it is possible that, through computer or human error, or through theft or criminal action, such assets could be transferred in incorrect amounts or to unauthorized third partiesNew
- 17We are subject to significant competition in the growing digital asset industry and the Company’s business, operating results, and financial condition may be adversely affected if the Company is unable to compete effectivelyNew
- 18Our dependence on various third-party advisors exposes us to certain risks regarding the operation of our businessNew
Risks Related to Strategic Investments
- 19Our strategic investments in private companies, including OpenAI and Beast Industries, are illiquid and subject to significant valuation uncertainty, and we may not realize a return on these investmentsNew
- 20Our strategic investment portfolio is concentrated in a small number of private companies, and our investment in OpenAI represents approximately 30% of our total treasury position, subjecting us to significant concentration riskNew
- 21We hold minority interests in our strategic portfolio companies and have limited ability to influence their operations, governance, or strategic directionNew
- 22Our strategic investments expose us to risks that are distinct from our digital asset holdings, including risks related to the business operations, competitive environments, and regulatory frameworks applicable to our portfolio companiesNew
- 23We have deployed a significant portion of our capital into strategic investments and digital assets, and the continued pursuit of this capital allocation strategy may require us to raise additional capital, which could result in dilution to existing stockholdersNew
Risks Related to Worldcoin and Cryptocurrency
- 24The Worldcoin ecosystem has a limited operating historyNew
- 25Worldcoin’s credibility and direction are heavily tied to founder Sam Altman and other key employees. WLD tokens may represent a substantial portion of these individuals’ wealth, which concentrates influence and creates uncertainty over how personal decision, priorities and sales might hurt the ecosystemNew
- 26Liquidity of WLD is not guaranteed, and WLD could be subject to manipulationNew
- 27Privacy risks from biometric verification are extensive and may lead to significant barriers to entry New
- 28Worldcoin’s requirement for in-person iris scans could create a significant adoption barrier compared to digital-only identity systemsNew
- 29Worldcoin’s biometric data is a high-value attack target for cyber-criminals and other bad actorsNew
- 30Opposition and accusations of “data colonialism” toward large-scale biometric systems could limit Worldcoin’s acceptance and trigger regulatory backlashNew
- 31WLD and other digital assets are novel assets, and are subject to significant legal, commercial, regulatory and technical uncertainty, which could materially adversely affect the Company’s financial position, operations and prospectsNew
- 32If any of the digital assets that we hold are classified as a security, we may be subject to extensive regulation, which could result in significant costs or force us to cease operationsNew
- 33The classification of digital assets that we hold as a commodity could subject us to additional CFTC regulation, resulting in significant compliance costs or the cessation of certain operationsNew
- 34The lack of legal recourse and insurance for digital assets increases the risk of total loss in the event of theft or destructionNew
- 35Worldcoin could be subject to technological obsolescence, including competition from emerging blockchain and artificial intelligence protocolsNew
- 36The emergence or growth of other digital assets, including those with significant private or public sector backing, including by governments, consortiums or financial institutions, could have a negative impact on the price of WLD and adversely affect the Company’s securitiesNew
Risks Related to Forever 8 and its Operations
- 37Our business depends on our strong and trusted brand, and failure to maintain and protect our brand, or any damage to our reputation, or the reputation of our partners, could adversely affect our business, financial condition or results of operations
- 38We have developed a strong and trusted brand that has contributed significantly to the success of our business. We believe that maintaining and promoting our brand in a cost-effective manner is critical to achieving widespread acceptance of our products and services and expanding our base of customers
- 39We rely on relationships with marketplaces and enterprises to obtain and maintain customers. Our ability to acquire new customers could be materially harmed if we are unable to enter into or maintain these relationships on terms that are commercially reasonable to us, or at all
- 40We are dependent upon consumers’ continued and unimpeded access to the internet, and upon their willingness to use the internet for commerce
- 41Our results of operations may be adversely affected by changes in foreign currency exchange rates
Risks Related to Our Business Generally
- 42We are a relatively new company with limited public company experience, and the requirements of being a public company may strain our resources and distract management 96% rewritten
- 43Loss of any or all of our key management personnel may present challenges
- 44Adverse macroeconomic conditions, including inflation, recession, geopolitical instability, and declines in discretionary consumer spending, could adversely affect our business, financial condition and results of operationsNew
- 45Each of the Eightco businesses will face competition from existing competitors. Our competitors in the Inventory Management Solutions business include Clearco, a revenue-based financing company for e-commerce and startups, and Payoneer, a global payments platform for cross-border business transactionsNew
- 46We may not be able to fund capital expenditures and investment in projects and offerings, and our business plan may require additional liquidity and capital resources that might not be available on favorable terms, or at all56% rewritten
- 47Cyber security risks and the failure to maintain the integrity of internal, partner, and consumer data could result in damages to our reputation, the disruption of operations and/or subject us to costs, fines or lawsuits, and our insurance coverage may not be adequate to cover all possible losses
- 48We currently do not intend to pay dividends on our common stock, and our common stock is subordinate to all of our future indebtedness and any series of preferred stockNew
- 49An active trading market for our common stock may not develop or be sustained, the trading price is likely to be volatile, and our common stock may be delisted from Nasdaq New
- 50Anti-takeover provisions, our ability to issue preferred stock, and future equity issuances could adversely affect holders of our common stock and impair a takeover attempt New
- 51Investors are subject to litigation risk and their respective investments in the shares of our common stock may be lost as a result of our legal liabilities or the legal liabilities of our affiliates
Other Eightco Holdings 10-Ks
- FY2024 10-K risk factors40 risks
The company faces going concern doubts and limited financial resources. Operations span corrugated packaging and inventory management solutions. Multiple risks cite the planned sale of Ferguson Containers and associated material weaknesses. Nasdaq listing compliance and stock volatility are major concerns.
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.