Bitzero Holdings Inc. Announces Refiling of Its Annual and Interim Financial Statements and MD&A

Warrant reclassification shifts US$7.7 million to current liabilities and deepens Bitzero’s reported working capital deficiency, with no impact on totals or cash.

Rhea-AI Summary

Bitzero Holdings (AIBZ) has amended and refiled its annual and interim financial statements and MD&A following a review by the British Columbia Securities Commission, to change the accounting classification of warrants linked to its senior secured loan as at September 30, 2025.

With assistance from an independent valuation specialist, the JGB First Warrants are now classified under IFRS as derivative financial liabilities measured at fair value through profit or loss, rather than within senior secured loans, because they may result in a variable number of common shares and do not meet the IAS 32 “fixed-for-fixed” condition. This non-cash reclassification moved US$7,716,025 from non-current liabilities to current liabilities, increasing current liabilities from US$13,566,493 to US$21,282,518 and reducing non-current liabilities from US$16,323,514 to US$8,607,489, with total liabilities unchanged at US$29,890,007.

Total assets (US$42,740,718), total shareholders’ equity (US$12,850,711), net loss (US$(16,548,342)) and cash and cash equivalents, as well as cash flows for the periods presented, were not affected. Working capital deficiency as at September 30, 2025 increased from US$(6,350,676) to US$(14,066,701). The amended and restated filings for the year ended September 30, 2025 and the three and nine months ended June 30, 2026 replace the prior versions and are available on SEDAR+.

Positive

• Non-cash reclassification leaves total assets at US$42,740,718 and total liabilities at US$29,890,007 unchanged as at September 30, 2025
• Net loss unchanged at US$(16,548,342) for the year ended September 30, 2025 despite restatement

Negative

• US$7,716,025 of JGB First Warrant liability moved to current liabilities, raising current liabilities to US$21,282,518 as at September 30, 2025
• Working capital deficiency widened from US$(6,350,676) to US$(14,066,701) as at September 30, 2025

News Explained

The amended and restated filings now replace and supersede the previously filed annual and interim statements and MD&A, and the company says readers should rely only on the revised documents available on SEDAR+.

Key Figures

Liability reclassification: $7,716,025 Current liabilities: $21,282,518 Non-current liabilities: $8,607,489 +2 more

Liability reclassification

$7,716,025

Reclassified from non-current to current liabilities at September 30, 2025

Current liabilities

$21,282,518

Revised amount at September 30, 2025, versus $13,566,493 previously filed

Non-current liabilities

$8,607,489

Revised amount at September 30, 2025, versus $16,323,514 previously filed

Total liabilities

$29,890,007

Unchanged at September 30, 2025

Working capital deficiency

$(14,066,701)

Revised amount at September 30, 2025, versus $(6,350,676) previously filed

Historical Context

2 past events · Latest: Jul 31

2 events

1. Jul 31

   Loan prepayment notice

   24h Move

   -3.9%

   Company announced intention to repay the senior secured loan using financing proceeds

2. Sep 01

   Balance sheet update

   24h Move

   -2.1%

   Company reported full repayment of the debt facility and removal of related liens

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

md&a, ias 32, fixed-for-fixed, derivative financial liabilities, +1 more

5 terms

md&a financial

"amended and refiled its annual and interim financial statements and related MD&A"

Management’s Discussion and Analysis (MD&A) is a section of a company’s financial filing where executives explain recent results, the reasons behind changes, risks faced, and expectations for the future in plain language alongside the numbers. Investors use it like an owner’s narrative to understand the story behind the raw financial data — what drove performance, potential pitfalls, and management’s plans — helping judge whether the company’s numbers are likely to improve or worsen.

ias 32 financial

"do not satisfy the "fixed-for-fixed" condition under IAS 32"

An International Accounting Standard under IFRS that sets rules for how companies present financial instruments on their balance sheet—primarily whether a claim is shown as a liability or as equity, and when assets and liabilities may be offset. It also covers required disclosure and how features like mandatory redemption or conversion affect classification, which matters to investors because presentation affects reported leverage, solvency ratios and comparability, like labeling items on a financial snapshot.

fixed-for-fixed financial

"do not satisfy the "fixed-for-fixed" condition under IAS 32"

A fixed-for-fixed exchange is a transaction in which each security of one party is exchanged for a predetermined, unchanging number of securities of the other party or the acquirer. The swap ratio is set at signing and does not vary with future events, so post-deal ownership percentages and immediate value per share are predictable. For investors this matters because it fixes how much of the combined company or new stock they will own and makes it easier to calculate dilution and compare valuations, like trading items at a set rate rather than a changing one.

derivative financial liabilities financial

"classified as derivative financial liabilities measured at fair value"

Derivative financial liabilities are obligations a company records when contracts whose value depends on market variables (like interest rates, currencies, or stock prices) could force the company to pay money or deliver assets; common examples are written options, swaps, or forward contracts that show a negative value on the books. They matter to investors because their value can swing quickly with market moves, creating unexpected losses or cash needs that change a company’s reported debt and volatility—think of them as bets that can become real bills if markets move against the company.

fair value through profit or loss financial

"measured at fair value through profit or loss"

An accounting classification for certain financial assets where their current market price is used to update value on the books, and any increase or decrease is recorded immediately in the company’s profit & loss statement. Like checking the daily score of an investment and noting the gain or loss right away, this approach makes reported earnings reflect market swings more quickly, which can increase short-term volatility in reported profits and help investors see real-time value changes.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Vancouver, British Columbia--(Newsfile Corp. - September 9, 2026) - Bitzero Holdings Inc. (NASDAQ: AIBZ) (CSE: AIBZ.U) (FSE: 000) ("Bitzero" or the "Company"), a provider of sustainable high-performance compute ("HPC") and AI data center infrastructure, today announced that it has amended and refiled its annual and interim financial statements and related management's discussion and analysis, as described below.

Refiling of Annual and Interim Financial Statements

The Company has amended and refiled:

• its audited consolidated financial statements and related management's discussion and analysis ("MD&A") for the year ended September 30, 2025 (the "Annual Filings"); and
• its unaudited interim condensed consolidated financial statements and related MD&A for the three and nine months ended June 30, 2026 (the "Interim Filings" and, together with the Annual Filings, the "Affected Filings").

The refilings follow a review by the British Columbia Securities Commission (the "BCSC") of the Company's continuous disclosure record and relate to the classification and presentation of the warrants issued in connection with the Company's senior secured loan. The reclassification is non-cash in nature and does not affect the Company's total assets, total liabilities, shareholders' equity, net loss, total comprehensive loss or cash and cash equivalents. The amended and restated Affected Filings have been filed on SEDAR+ at www.sedarplus.ca.

Nature of the Reclassification

With the assistance of an independent valuation specialist, management re-performed the IFRS classification analysis for the warrants issued in connection with the senior secured loan (the "JGB First Warrants"). Because the JGB First Warrants contain provisions that may result in a variable number of common shares being issued, they do not satisfy the "fixed-for-fixed" condition under IAS 32 and are classified as derivative financial liabilities measured at fair value through profit or loss, rather than being presented within senior secured loans. The Affected Filings have been amended and refiled to reflect, among other items:

• in the audited financial statements for the year ended September 30, 2025, the separate presentation of the JGB First Warrants as a current derivative financial liability measured at fair value through profit or loss, with the related host debt presented at amortized cost, resulting in the reclassification of $7,716,025 from non-current liabilities to current liabilities, with no change to total liabilities; and
• in the interim financial statements for the three and nine months ended June 30, 2026, the revision of the comparative statement of financial position as at September 30, 2025 to conform to that presentation, together with the reorganization and disaggregation of certain note disclosures.

As the fair value of the JGB First Warrants at September 30, 2025 remained materially consistent with their fair value at initial recognition, no remeasurement gain or loss was recognized, and the reclassification did not affect the Company's total assets, total liabilities, shareholders' equity, net loss or cash flows for the periods presented.

Previously Filed Documents Superseded

The amended and restated Affected Filings replace and supersede the corresponding financial statements and MD&A previously filed by the Company. Readers should rely only on the amended and restated Affected Filings now available on SEDAR+.

Summary of Principal Effects

The reclassification is non-cash and did not change the Company's total assets, total liabilities, shareholders' equity, net loss or cash and cash equivalents. Its principal effect was to reclassify the JGB First Warrant derivative liability between non-current and current liabilities as at September 30, 2025, as summarized below.

As at, and for the year ended, September 30, 2025 (US$)

	As previously filed	As revised
Current liabilities	13,566,493	21,282,518
Non-current liabilities	16,323,514	8,607,489
Total liabilities	29,890,007	29,890,007
Total assets	42,740,718	42,740,718
Total shareholders' equity	12,850,711	12,850,711
Net loss	(16,548,342)	(16,548,342)
Working capital (deficiency)	(6,350,676)	(14,066,701)

 

The above figures are derived from the restatement reconciliations set out in the notes to the amended and restated financial statements. Complete information is contained in the amended and restated Affected Filings available on SEDAR+.

About Bitzero Holdings Inc.

Bitzero Holdings Inc. is a provider of IT energy infrastructure and high-efficiency power for data centers. The Company focuses on data center development, high-performance compute, and strategic data center hosting partnerships. Bitzero Holdings Inc. has four data center locations in the North American and Nordic regions, with its Nordic assets powered by clean, low-carbon energy sources. Visit www.bitzero.com for more information.

Bitzero Contact

Mohammed Bakhashwain
+44 777 303 0394
investors@bitzero.com

Bitzero Investor Relations Contact

Victoria Rutherford
480-625-5772
Victoria@adcap.ca

Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Statements

This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation and "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, that address activities, events or developments that the Company believes, expects or anticipates will, may or could occur in the future are forward-looking information. Forward-looking information in this news release includes, among other things, statements regarding the anticipated effects of the reclassification, the completion of the refiling of the Affected Filings and the Company's removal from the Commission's list of issuers in default, and the resolution of the matters raised in the BCSC's review. Forward-looking information is based on management's current expectations and assumptions and is subject to known and unknown risks and uncertainties that could cause actual results to differ materially, including that the BCSC or the Company's auditor may require further changes, and the additional risk factors described in the Company's continuous disclosure filings available on SEDAR+ at www.sedarplus.ca and in the Company's filings with the Commission available on EDGAR at www.sec.gov. Readers are cautioned not to place undue reliance on forward-looking information. The forward-looking information contained in this news release is made as of the date of this news release. The Company undertakes no obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/313781

FAQ

Which Bitzero filings were amended and refiled?

The company amended and refiled its audited consolidated financial statements and related MD&A for the year ended September 30, 2025, and its unaudited interim condensed consolidated financial statements and related MD&A for the three and nine months ended June 30, 2026. These are collectively described as the “Affected Filings.”

Where can investors access the amended and restated financial statements?

The amended and restated Affected Filings have been filed on SEDAR+ and are available at www.sedarplus.ca. The company states that these documents replace and supersede the previously filed financial statements and MD&A, and readers should rely only on the amended versions.

Did the warrant reclassification affect Bitzero’s profit, equity, or cash flows?

The reclassification of the JGB First Warrants is described as non-cash. Because the fair value of the warrants at September 30, 2025 was materially consistent with their initial recognition, no remeasurement gain or loss was recorded. As a result, total shareholders’ equity, net loss, total comprehensive loss and cash flows for the periods presented were not affected.

What is the accounting reason for treating the JGB First Warrants as derivative liabilities?

Management, with the assistance of an independent valuation specialist, re-performed the IFRS classification analysis and concluded that the JGB First Warrants may result in a variable number of common shares being issued. Because of this, they do not meet the IAS 32 “fixed-for-fixed” condition and are classified as derivative financial liabilities measured at fair value through profit or loss, instead of being included within senior secured loans.