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Bitzero Holdings (OTC: BTZRF) adds directors and appoints new chair

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Bitzero Holdings Inc. reported a corporate governance update, detailing several changes to its board of directors. On June 4, 2026, Gilles Seguin resigned as a director but stayed on as Corporate Secretary, maintaining an executive role with the company.

The company appointed Guido Contesso and Selena Barrera as new directors, effective June 4, 2026. Bitzero also named Chief Executive Officer Mohammed Bakhashwain as Chair of the Board of Directors on the same date, combining the CEO and chair roles.

Positive

  • None.

Negative

  • None.
Material change date June 4, 2026 Date the board changes took effect
Material change report date June 10, 2026 Date of the formal Material Change Report
News release date June 4, 2026 Date the news release announcing the changes was disseminated
Form 6-K regulatory
"FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16"
A Form 6-K is a report that companies listed in certain countries file to provide important updates, such as financial results, corporate changes, or other significant information, to regulators and investors. It functions like an official company update or news release, helping investors stay informed about developments that could affect their investment decisions.
Material Change Report regulatory
"Exhibit 99.1 FORM 51-102F3 MATERIAL CHANGE REPORT"
A material change report is a public notice that a company must file and share whenever new information or an event is significant enough to likely influence an investor’s decision. Think of it like an urgent update board that tells shareholders about big shifts—such as major deals, leadership changes, sudden losses, or legal issues—so investors can reassess risk and value with the same facts everyone else has.
National Instrument 51-102 regulatory
"Reliance on Subsection 7.1(2) or (3) of National Instrument 51-102"
National Instrument 51-102 is a Canadian securities rule that requires public companies to regularly publish clear, standardized information about their finances and significant developments, such as quarterly and annual reports, management discussion and analysis, and notices of material changes. For investors it acts like a rule forcing businesses to keep their financial “windows” clear and up to date, making it easier to compare companies, spot risks, and make informed decisions.
foreign private issuer regulatory
"FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16"
A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.
SEDAR+ regulatory
"filed on SEDAR+"
SEDAR+ is Canada’s centralized online system where publicly traded companies submit required regulatory documents such as financial reports, prospectuses and disclosure statements. It gives investors a single, searchable place — like a public library or online filing cabinet — to check a company’s official records for transparency, compare performance, and verify material information before making investment decisions.
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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 June 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: June 11, 2026       By  

/s/ Mohammed Bakhashwain

            Mohammed Bakhashwain
            Chief Executive Officer

 

 

  

 

 

EXHIBIT INDEX

     

Exhibit

  Description of Exhibit
   
99.1   Material Change Report dated June 10, 2026    
     

 

 

  

 

Exhibit 99.1

 

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1 – Name and Address of Company

Bitzero Holdings Inc. (formerly WBM Capital Corp.) (the “Company” or “Bitzero”)

1100 One Bentall Centre

505 Burrard Street, Suite 1100

Vancouver, British Columbia V7X 1M5

Item 2 – Date of Material Change

June 4, 2026

Item 3 – News Release

A news release announcing the material change was disseminated by the Company on June 4, 2026, through Newsfile and filed on SEDAR+.

Item 4 – Summary of Material Change

On June 4, 2026, the Company announced changes to its board of directors, including the resignation of Gilles Seguin as a director, the appointments of Guido Contesso and Selena Barrera as directors, and the appointment of Mohammed Bakhashwain as Chair of the Board of Directors. Mr. Seguin continues to serve as Corporate Secretary of the Company.

Item 5 – Full Description of Material Change

On June 4, 2026, Gilles Seguin resigned as a director of the Company. Mr. Seguin continues to serve as Corporate Secretary of the Company. The Company appointed Guido Contesso and Selena Barrera as directors of the Company, effective June 4, 2026. The Company also appointed Mohammed Bakhashwain as Chair of the Board of Directors, effective June 4, 2026.

Item 6 – Reliance on Subsection 7.1(2) or (3) of National Instrument 51-102

This material change report is not being filed on a confidential basis.

Item 7 – Omitted Information

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

Item 8 – Executive Officer

Mohammed Bakhashwain

Chief Executive Officer

Email: investors@bitzero.com

Tel: +44 777 303 0394

Item 9 – Date of Report

June 10, 2026

  

 

 

FAQ

What board changes did Bitzero Holdings (BTZRF) report in this filing?

Bitzero Holdings reported a reshaping of its board on June 4, 2026. Gilles Seguin resigned as a director, while remaining Corporate Secretary, and the company appointed Guido Contesso and Selena Barrera as directors and named CEO Mohammed Bakhashwain as Chair of the Board.

Did a Bitzero Holdings (BTZRF) director resign, and does he still hold a role?

Yes, director Gilles Seguin resigned from the board on June 4, 2026. He continues serving Bitzero Holdings as Corporate Secretary, so while he left the board, he retains an important executive and administrative function within the company.

Who are the new directors appointed to Bitzero Holdings (BTZRF)?

Bitzero Holdings appointed Guido Contesso and Selena Barrera as new directors. Their appointments were effective June 4, 2026, expanding the board following the resignation of director Gilles Seguin while maintaining board leadership continuity through the CEO’s elevation to chair.

What change did Bitzero Holdings (BTZRF) make to its board leadership?

Bitzero Holdings named CEO Mohammed Bakhashwain as Chair of the Board. Effective June 4, 2026, this move combines the top executive role with the board chair position, centralizing leadership and oversight responsibilities in a single individual.

When did the material change at Bitzero Holdings (BTZRF) occur and how was it disclosed?

The material change occurred on June 4, 2026. Bitzero issued a news release the same day via Newsfile, filed it on SEDAR+, and later summarized the events in a formal Material Change Report dated June 10, 2026.

Is the Bitzero Holdings (BTZRF) material change report confidential?

No, the material change report is not confidential. The company explicitly states it is not relying on the confidential filing provisions under National Instrument 51-102, meaning the board changes and related details are publicly disclosed to investors.

Filing Exhibits & Attachments

1 document