Bitzero cleared to offer up to $200M in securities

Bitzero set up a US$200 million Canadian–U.S. shelf program and qualified special-warrant shares and warrants, while registering their potential resale.

Available on EDGAR 09/16/2026 - 08:37 AM EDT Accepted by SEC EDGAR 09/16/2026 - 08:36 AM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

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.

Filing Explained

For the 5,828,342 special warrants, each deemed conversion requires no holder action and produces one warrant exercisable for one voting share at US$5.00, subject to adjustment, through July 30, 2031; the conversion itself requires no additional payment.

Key Figures

Shelf capacity: US$200,000,000 Shelf effectiveness period: 25 months Voting shares qualified: 5,828,342 shares +4 more

7 metrics

Shelf capacity US$200,000,000 Maximum aggregate offering price permitted under the base shelf prospectus over 25 months

Shelf effectiveness period 25 months Period during which securities may be offered under the base shelf prospectus

Voting shares qualified 5,828,342 shares Voting shares issuable upon deemed exercise of special warrants under the Canadian qualifying prospectus supplement

Warrants qualified 5,828,342 warrants Warrants issuable upon deemed exercise of 5,828,342 special warrants

Warrant exercise price US$5.00 per share Exercise price for each warrant to acquire one voting share

Warrant expiry date July 30, 2031 Expiration date of the Voting Share purchase warrants

Special warrant deemed exercise date September 15, 2026 Time of deemed exercise at 5:00 p.m. New York time

Key Terms

short form base shelf prospectus, Form F-10, special warrants, deemed exercise, +1 more

5 terms

short form base shelf prospectus regulatory

"filed a final short form base shelf prospectus dated September 11, 2026"

A short form base shelf prospectus is a pre-approved, reusable document that lets a company register a pool of securities (like stocks or bonds) it can sell over time without repeating a full disclosure process each time. Think of it as a menu the company files once so it can quickly offer items from that menu later; investors care because it speeds up capital raises, can dilute existing holdings, and signals the company’s ability to access funding when needed.

Form F-10 regulatory

"registration statement on Form F-10 ... became effective on September 14, 2026"

Form F-10 is a standardized prospectus document filed with Canadian securities regulators when a Canadian company offers shares or other securities to the public. It lays out the company’s business, financial results, management, and risks—like a detailed product label that helps investors compare what they’re buying and understand potential downsides. For investors, the form matters because it provides the core information needed to evaluate the safety, value and terms of a public securities offering.

special warrants financial

"issuable upon the deemed exercise of 5,828,342 special warrants of the Company"

Special warrants are temporary securities sold in a financing that convert into ordinary shares (or other equity) once a specific trigger happens, such as regulatory approval or a company meeting. Think of them like a coupon that only becomes usable after a promised event occurs; investors get exposure now but the actual shares — and any dilution to existing holders — arrive later. They matter because they affect ownership percentages, future share supply, and the timing of when investors can sell or vote their holdings.

deemed exercise financial

"Each Special Warrant will be deemed exercised at 5:00 p.m. (New York time)"

resale prospectus supplement regulatory

"the U.S. Resale Prospectus Supplement qualifies the resale from time to time"

Offering Details

shelf · Up to US$200,000,000 aggregate offering price

Offering

Offering Type shelf

Securities Offered Voting shares, warrants, units and subscription receipts, or any combination thereof

Offering Amount Up to US$200,000,000 aggregate offering price

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Bitzero Holdings Inc. (AIBZ) announce regarding its shelf prospectus?

Bitzero obtained a final receipt for a final short form base shelf prospectus that, together with an effective Form F-10 registration statement, permits offerings of voting shares, warrants, units and subscription receipts with an aggregate offering price of up to US$200,000,000 over a 25‑month period.

How many Bitzero (AIBZ) shares and warrants are covered by the Canadian qualifying prospectus supplement?

The Canadian qualifying prospectus supplement qualifies the distribution of 5,828,342 voting shares and 5,828,342 Voting Share purchase warrants, issuable upon the deemed exercise of 5,828,342 special warrants that were previously issued on July 30, 2026.

When are Bitzero’s special warrants deemed exercised and does the company receive funds?

Each special warrant is deemed exercised at 5:00 p.m. (New York time) on September 15, 2026 into one voting share and one warrant for no additional consideration. No additional funds are received by Bitzero from this deemed exercise.

What are the key terms of the Bitzero (AIBZ) warrants issued from special warrants?

Each warrant allows the holder to acquire one voting share at an exercise price of US$5.00, subject to adjustment, until July 30, 2031. Bitzero may receive proceeds only if these warrants are exercised for cash.

What does the U.S. Resale Prospectus Supplement for Bitzero (AIBZ) cover?

The U.S. Resale Prospectus Supplement qualifies the resale of 5,828,342 voting shares issuable upon deemed exercise of the special warrants and up to 5,828,342 voting shares issuable on warrant exercise. It forms part of the effective U.S. registration statement, and Bitzero receives no proceeds from these resales.

Over what period can Bitzero (AIBZ) use its base shelf prospectus?

The base shelf prospectus permits Bitzero to offer and issue the covered securities from time to time during a 25‑month period while it remains effective, up to an aggregate offering price of US$200,000,000.

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

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of September 2026

Commission File Number: 001-43300

BITZERO HOLDINGS INC.

(Registrant)

1100 One Bentall Centre
505 Burrard Street, Suite 1100

Vancouver, British Columbia, V7X 1M5 Canada

(Address of Principal Executive Offices) 

Indicate by check mark whether the Registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☐ Form 40-F ☒

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

				BITZERO HOLDINGS INC.
				(Registrant)
Date: September 16, 2026				By		/s/ Mohammed Bakhashwain
						Mohammed Bakhashwain
						Chief Executive Officer

 EXHIBIT INDEX

Exhibit		Description of Exhibit
99.1		Material Change Report dated September 15, 2026

Exhibit 99.1

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1 — Name and Address of Company

Bitzero Holdings Inc. (the “Company” or “Bitzero”)

505 Burrard Street, Suite 1100

Vancouver, BC V7X 1M5

Item 2 — Date of Material Change

September 14, 2026.

Item 3 — News Release

A news release disclosing the material change was issued by the Company via Newsfile Corp. on September 14, 2026, and subsequently filed on the Company’s SEDAR+ profile at www.sedarplus.ca.

Item 4 — Summary of Material Change

The Company obtained a final receipt for its final short form base shelf prospectus, its registration statement on Form F-10 became effective, and it filed two prospectus supplements in Canada: one qualifying the distribution of securities issuable upon the deemed exercise of its previously issued special warrants and the other qualifying the resale of those securities by the selling shareholders identified therein. The resale prospectus supplement also forms part of the effective U.S. registration statement.

Item 5 — Full Description of Material Change

On September 14, 2026, the Company filed a final short form base shelf prospectus dated September 11, 2026 (the “Base Shelf Prospectus”) with the securities regulatory authorities in each of the provinces and territories of Canada and obtained a final receipt therefor. The Company’s registration statement on Form F-10 (File No. 333-298922) filed with the United States Securities and Exchange Commission (the “SEC”), which includes the Base Shelf Prospectus (the “U.S. Registration Statement”), became effective on September 14, 2026. The Company also filed in each of the provinces and territories of Canada its Canadian qualifying prospectus supplement (the “Canadian Qualifying Prospectus Supplement”) and its resale prospectus supplement, which was also filed as part of the U.S. Registration Statement (the “U.S. Resale Prospectus Supplement”). The Base Shelf Prospectus permits the Company to offer and issue, from time to time during the 25-month period that it remains effective, voting shares, warrants, units and subscription receipts, or any combination thereof, having an aggregate offering price of up to US$200,000,000.

Canadian Qualifying Prospectus Supplement

The Canadian Qualifying Prospectus Supplement was filed in each of the provinces and territories of Canada under the Base Shelf Prospectus and qualifies the distribution of 5,828,342 voting shares of the Company (the “Voting Shares”) and 5,828,342 Voting Share purchase warrants of the Company (the “Warrants”) issuable upon the deemed exercise of 5,828,342 special warrants of the Company (the “Special Warrants”) previously issued on July 30, 2026. Each Special Warrant will be deemed exercised at 5:00 p.m. (New York time) on September 15, 2026, for no additional consideration, into one Voting Share and one Warrant. Each Warrant will entitle its holder to acquire one Voting Share at an exercise price of US$5.00, subject to adjustment, until July 30, 2031. No action is required by holders to effect the deemed exercise, and the Company will not receive any additional funds from the deemed exercise of the Special Warrants.

U.S. Resale Prospectus Supplement

The Company also filed the U.S. Resale Prospectus Supplement in each of the provinces and territories of Canada under the Base Shelf Prospectus. The U.S. Resale Prospectus Supplement qualifies the resale from time to time by the selling shareholders identified therein of 5,828,342 Voting Shares issuable upon the deemed exercise of the Special Warrants and up to 5,828,342 Voting Shares issuable upon exercise of the Warrants. The U.S. Resale Prospectus Supplement also forms part of the effective U.S. Registration Statement and registers the resale of those securities in the United States. The Company will not receive any proceeds from resales by the selling shareholders. The Company may receive proceeds if Warrants are exercised for cash.

5.1 Item 5.2 — Disclosure for Restructuring Transactions

Not applicable.

Item 6 — Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7 — Omitted Information

No material has been omitted on the basis that it is confidential information.

Item 8 — Executive Officer

For additional information with respect to this material change, the following person may be contacted:

Mohammed Bakhashwain

Chief Executive Officer

+44 777 303 0394

investors@bitzero.com

Item 9 — Date of Report

September 15, 2026

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EXHIBIT 99.1 15.4 KB