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Bitzero Holdings Inc. (AIBZ) amended and refiled its FY 2025 audited financial statements and related MD&A, as well as its Q3 2026 interim financials and MD&A, after a review of its continuous disclosure record by the British Columbia Securities Commission.
With the help of an independent valuation specialist, Bitzero reclassified warrants issued with its senior secured loan (the JGB First Warrants) as derivative financial liabilities measured at fair value through profit or loss under IAS 32, rather than within senior secured loans, because the warrants can result in a variable number of common shares and do not meet the “fixed-for-fixed” condition. The change is non-cash and did not alter total assets, total liabilities, shareholders’ equity, net loss or cash flows. It did, however, shift the JGB First Warrant liability from non-current to current, increasing current liabilities and deepening the reported working capital deficiency as of September 30, 2025.
Bitzero Holdings Inc. (AIBZ) obtained a final receipt in Canada for its final short form base shelf prospectus and its related Form F-10 registration statement in the United States became effective on September 14, 2026. The shelf permits offerings of voting shares, warrants, units and subscription receipts up to US$200,000,000 over a 25‑month period.
The company also filed a Canadian qualifying prospectus supplement that qualifies 5,828,342 voting shares and 5,828,342 warrants issuable on the deemed exercise of previously issued special warrants on September 15, 2026, and a resale prospectus supplement registering potential resales of these securities, from which the company will not receive proceeds except upon any future cash exercises of warrants.
Bitzero Holdings Inc. (AIBZ) has put financing and resale structures in place by filing a final short form base shelf prospectus in Canada and obtaining effectiveness of a corresponding U.S. Form F-10 registration statement covering up to US$200,000,000 of voting shares, warrants, units and subscription receipts over a 25‑month period. These documents allow, but do not obligate, the company to conduct future offerings, with specific terms and uses of proceeds to be set in later supplements.
The company previously issued 5,828,342 special warrants at US$4.25 each for gross proceeds of US$24,770,453.50; on September 15, 2026, each special warrant will be deemed exercised for no additional consideration into one voting share and one warrant to buy a voting share at US$5.00 until July 30, 2031. A Canadian qualifying prospectus supplement covers the issuance of these shares and warrants, while a U.S. resale prospectus supplement registers the resale of 5,828,342 voting shares and up to 5,828,342 warrant shares by selling shareholders; Bitzero will not receive proceeds from these resales but may receive cash if warrants are exercised.
Bitzero Holdings Inc. (AIBZ) filed amended and restated Q3 FY2026 interim financials and MD&A that clarify presentation and derivative-liability classification but do not change assets, liabilities, equity, net loss or cash at June 30, 2026. The company mines Bitcoin from a Norwegian hydro-powered data centre and reported Q3 revenue of $10.7 million and nine‑month revenue of $23.5 million, up from $17.4 million a year earlier, driven by higher self-mining output.
Profitability remains weak: Bitzero recorded a nine‑month net loss of $39.4 million and total comprehensive loss of $37.8 million, reflecting high depreciation, finance costs, share‑based compensation of $20.0 million and a $7.1 million fair‑value loss on derivative financing instruments. At June 30, 2026, total assets were $51.3 million, liabilities $44.7 million (including $15.6 million of Level 3 derivative liabilities) and equity $6.6 million; cash and cash equivalents, trust cash and restricted cash totaled about $4.95 million, with digital currency of $2.46 million.
Management states there is material uncertainty that may cast significant doubt on Bitzero’s ability to continue as a going concern, citing recurring losses, high leverage and reliance on additional financing. Subsequent to quarter‑end, the company completed a $24.8 million special‑warrant private placement and on August 6, 2026 repaid in full the JGB senior secured loan of $22.4 million principal, releasing related security but not affecting the June 30 figures.
Bitzero Holdings Inc. (AIBZ) reports that it has fully repaid its $25 million debt facility, removing related liens and security interests and leaving the company with no material debt obligations. Operations and remaining power-related capital expenditures are being funded from ongoing cash flow generated by its bitcoin mining activities, which currently benefit from improving mining economics.
The company continues to advance its Nordic data center platform. At its Norway site, Bitzero expects power readiness for 110MW this year, supported by foundations completed for two 60MVA transformers and expected Q4 delivery of the transformers and high-voltage cable. In Finland, the first plot is expected to support 80MW of gross load, backed by a neighboring petrochemical site for backup power. Bitzero expects ready-for-service capacity for potential tenants beginning between Q4 2027 and Q1 2028, including 110MW in Norway and 80MW in Finland, and continues active lease and offtake discussions across its Nordic portfolio.
Bitzero Holdings Inc. (AIBZ) reports that on August 6, 2026 it fully repaid its senior secured loan with JGB Collateral LLC. The repayment covered US$22,375,000 of outstanding principal and US$45,699.69 of accrued interest, plus applicable expenses, under the June 27, 2025 loan and guaranty agreement.
With this payment, the JGB senior secured loan was discharged, all related liens and security interests over Bitzero’s and its subsidiaries’ assets were released in Norway, the United States (North Dakota) and other jurisdictions, and the loan’s financial covenants ceased to apply. In addition, US$2,000,000 of previously restricted cash in a lender-controlled account became unrestricted and available to the company. The repayment was funded principally from net proceeds of a private placement of special warrants that closed July 30, 2026 for aggregate gross proceeds of approximately US$24,770,454, together with available cash resources.
Bitzero Holdings Inc. (AIBZ) reports an administrative correction to its Exchange Act reporting record. A prior Registration Statement on Form 40-F incorrectly listed its jurisdiction of incorporation as Ontario, Canada; the correct jurisdiction is British Columbia, Canada. This correction is furnished on Form 6-K and incorporated by reference into the company’s Form 40-F. The company states that no other information in the Registration Statement is being corrected or modified.
Bitzero Holdings Inc. (AIBZ) reports strong top-line growth from its Norway Bitcoin-mining operations but remains loss-making and liquidity-constrained. Revenue for Q3 FY2026 rose 65.5% to $10.7 million, with nine‑month revenue up to $23.5 million. However, higher depreciation, financing and non‑cash revaluation items drove a Q3 net loss of $26.5 million and a nine‑month net loss of $39.4 million.
Non‑GAAP performance was stronger: Q3 FY2026 Adjusted EBITDA was income of $3.1 million with a 29.4% margin, supported by 291.53 BTC mined in the first nine months. At June 30, 2026, cash and cash held in trust were $2.9 million and digital currency was $2.5 million, against total liabilities of $44.7 million and a working‑capital deficit of $24.0 million. The company’s financial statements disclose a material uncertainty that may cast significant doubt on its ability to continue as a going concern.
To address leverage and liquidity, Bitzero completed a private placement of 5,828,342 special warrants at $4.25 each for gross proceeds of $24.77 million, and on August 6, 2026 repaid the JGB senior secured loan in full, including $22.38 million of principal. This released $2.0 million of restricted cash and removed related liens. A revised comparison to previously disclosed future‑oriented financial information now estimates net cash flow of about $7.7 million, slightly above the original $7.5 million forecast, though performance remains highly sensitive to Bitcoin prices, network difficulty and financing access.
Bitzero Holdings Inc., a British Columbia corporation, reported a new exempt private securities offering under Regulation D, claiming the Rule 506(b) exemption. The offering consists of equity, special warrants (each including one common share and one warrant), and the common shares issuable upon exercise of those warrants.
The company indicates that it has sold $24,770,454 USD of securities in this offering, with nothing remaining to be sold, and that the first sale occurred on July 30, 2026. Clear Street LLC is listed in the sales compensation section, and the filing reports $0 in finder’s fees.
Bitzero Holdings Inc. completed a private placement of 5,828,342 Special Warrants on July 30, 2026 at US$4.25 per Special Warrant, for aggregate gross proceeds of US$24,770,453.50 (approximately US$25 million). Each Special Warrant will automatically convert, for no additional consideration, into one common share and one common share purchase warrant.
Each resulting warrant will be immediately exercisable to purchase one common share at US$5.00 per share for a term of five years from the Special Warrant issuance date. Bitzero plans to use the net proceeds to repay certain indebtedness, further develop its products and services, pursue potential acquisitions, and for working capital and general corporate purposes. The securities were issued in a U.S. private placement, and Bitzero agreed to file a registration statement covering the resale of the underlying common shares.