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 June 2026
Commission
File Number: 001-43300
BITZERO
HOLDINGS INC.
(Registrant)
1100
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.
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BITZERO
HOLDINGS INC. |
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(Registrant) |
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| Date:
June 11, 2026 |
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By |
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/s/
Mohammed Bakhashwain |
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Mohammed
Bakhashwain |
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Chief
Executive Officer |
EXHIBIT
INDEX
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Exhibit |
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Description
of Exhibit |
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| 99.1 |
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News Release dated June 4, 2026 – Bitzero Holdings Inc. Receives Approval to List on the Nasdaq Stock Market |
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| 99.2
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Notice of Change of Status Report dated June 9, 2026 |
Exhibit
99.1
Bitzero
Holdings Inc. Receives Approval to List on the Nasdaq Stock Market
Common
Shares Expected to Commence Trading on Nasdaq Under the Symbol "AIBZ" on Tuesday, June 9, 2026
VANCOUVER,
BC (June 4, 2026) — Bitzero Holdings Inc. (CSE: BITZ.U) (OTCQB: BTZRF) (FSE: 000) ("Bitzero" or the "Company"),
a provider of sustainable blockchain and high-performance compute ("HPC") data center infrastructure, is pleased to
announce that the common shares of the Company (the "Common Shares") have been approved for listing on The Nasdaq Stock
Market ("Nasdaq") under the ticker symbol "AIBZ".
The
Common Shares are expected to commence trading on Nasdaq on Tuesday, June 9, 2026. The Nasdaq listing represents a significant milestone
in Bitzero’s growth strategy, increasing visibility among institutional and retail investors, enhancing liquidity, and broadening
access to U.S. capital markets. Concurrently, the Company's ticker symbol on the Canadian Securities Exchange (the "CSE")
will change from "BITZ.U" to "AIBZ.U" on the same date. In connection with the Nasdaq listing, the Company expects
its Common Shares to be removed from the OTCQB Venture Market on June 9, 2026.
The
Company has filed a registration statement on Form 40-F with the United States Securities and Exchange Commission (the "SEC")
in connection with the Nasdaq listing pursuant to the multijurisdictional disclosure system. The registration statement is expected to
become effective on or before 4:30 p.m. (Eastern Time) on June 8, 2026, in advance of the commencement of trading on Nasdaq on June 9,
2026.
No
action is required by existing shareholders in connection with the Nasdaq listing or the CSE ticker symbol change. Previously issued
share certificates remain valid and need not be exchanged. The CUSIP and ISIN numbers for the Common Shares remain unchanged.
“Today's
announcement marks the beginning of an exciting new chapter for our Company. Nasdaq provides us with access to one of the world's premier
capital markets as we pursue our growth objectives and create long-term value for shareholders”, said Bitzero’s Founder and
CEO Mohammed Bakhashwain. “At the same time, we are enhancing our board and strategic capabilities through the appointment of two
accomplished directors who bring valuable expertise and perspectives to our board.”
Board
and Governance Updates
| • | In
connection with the Company’s transition to Nasdaq, Gilles Seguin has stepped down
as Chair and Director, effective immediately. The board thanks Mr. Seguin for his leadership
and dedicated service during a pivotal stage in the Company’s evolution. |
| • | Effective
immediately, Founder and CEO Mohammed Bakhashwain has been appointed Chair of the board,
ensuring leadership continuity as the Company enters its next chapter as a Nasdaq-listed
issuer. |
| • | To
further support the Company’s growth, the board has appointed Guido Contesso and Selena
Barrera to serve as independent directors, effective immediately. |
Director
Biographies
| • | Guido
Contesso — Mr. Contesso brings more than 30 years of experience in financial markets,
asset management, private equity, and venture capital. He has extensive expertise in capital
formation, investment execution, and cross-border transactions, having worked with institutional
investors, family offices, and growth-stage companies across multiple asset classes. His
experience in technology-focused business development and capital markets is expected to
contribute to Bitzero’s expansion in sustainable digital infrastructure and AI/HPC
data centers. |
| • | Selena
Barrera — Ms. Barrera is an organizational strategist, researcher, and governance advocate
with deep experience strengthening institutions and supporting community development. She
has led and advised initiatives in organizational effectiveness, quality assurance, auditing,
stakeholder engagement, and operational accountability, helping organizations build sustainable
systems that uphold transparency, integrity, and public trust. With a longstanding focus
on the evolution of economic and financial systems, she brings a broad perspective on governance,
institutional resilience, and the societal impact of innovation, grounded in collaborative
leadership and long-term stakeholder value. |
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 (HPC), and strategic data center hosting partnerships. Bitzero Holdings Inc. operates four data
center locations in the North American and Scandinavian regions, 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
Investor
Relations Contact
Victoria
Rutherford
480-625-5772
Victoria@adcap.ca
Forward-Looking
Information
This
press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation and "forward-looking
statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking information
and statements in this press release include, but are not limited to, statements regarding: the expected commencement of trading of the
Common Shares on Nasdaq on June 9, 2026; the anticipated change of the Company's CSE ticker symbol; the expected removal of the Common
Shares from the OTCQB Venture Market; the anticipated benefits of the Nasdaq listing, including enhanced visibility, improved liquidity,
broader access to capital markets, and strengthened market positioning; the Company's growth strategy and pursuit of growth objectives;
the Company's mission and expansion in sustainable digital infrastructure and AI/HPC data centers; and the creation of long-term value
for shareholders.
Forward-looking
information and statements are based on certain assumptions and involve known and unknown risks and uncertainties that could cause actual
results to differ materially from those expressed or implied by such forward-looking information and statements. Key assumptions include,
without limitation: the Company's Common Shares will be accepted for trading on Nasdaq as anticipated; the SEC registration statement
on Form 40-F will be declared effective prior to the anticipated trading date; general market and economic conditions will remain stable;
and the Company will continue to operate its business in the ordinary course.
Key
risks and uncertainties that could cause actual results to differ materially from forward-looking information and statements include,
without limitation: the Company may not realize the anticipated benefits of the Nasdaq listing; trading volumes and liquidity may not
increase as expected; general market, economic, and industry conditions may deteriorate; the Company may not be able to access capital
markets on favourable terms or at all; changes in applicable laws or regulations; the Company may not be able to maintain compliance
with the continued listing standards of Nasdaq or the CSE; fluctuations in Bitcoin prices and cryptocurrency market conditions; competition
from other participants in the data center and blockchain industries; and other risks described in the Company's public disclosure documents
filed on SEDAR+ (www.sedarplus.ca) and with the SEC (www.sec.gov).
The
forward-looking information and statements contained in this press release are made as of the date hereof, and the Company does not undertake
any obligation to update or revise any forward-looking information or statements, whether as a result of new information, future events,
or otherwise, except as required by applicable securities laws. Readers are cautioned not to place undue reliance on forward-looking
information and statements.
Neither
Nasdaq, the CSE, nor any securities regulatory authority has approved or disapproved of the contents of this press release.
Exhibit
99.2
CHANGE
OF STATUS REPORT
SECTION
11.2 OF NATIONAL INSTRUMENT 51-102
Pursuant
to section 11.2 of National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”), BitZERO Holdings Inc.
(the “Corporation”) reports that its common shares were listed for trading on Nasdaq effective June 9, 2026. As a
result, the Corporation has ceased to be a “venture issuer” as that is defined in NI 51-102.
Dated
the 9th day of June, 2026.
BitZERO
Holdings Inc.
By:
/s/ Mohammed Bakhashwain
Name:
Mohammed Bakhashwain
Title:
Chief Executive Officer
