Crypto Compa SEC Filings

Crypto Co received a Schedule 13G from AJB Capital Investments LLC and AJB Capital Managers LLC disclosing a significant non‑control stake. The reporting persons beneficially own 1,327,069,799 shares of Common Stock on an as‑converted basis, equal to 9.99% of the class based on 4,774,311,278 shares outstanding as of November 17, 2025. This consists of 463,654,236 outstanding shares and 863,415,563 pre‑funded warrants that can be exercised within 60 days of December 10, 2025, subject to a 9.99% beneficial ownership cap. AJB Capital Investments holds the securities directly, while AJB Capital Managers, as its manager, may be deemed to share voting and dispositive power, though individual board members disclaim beneficial ownership. The filers certify the holdings are not for the purpose of changing or influencing control of Crypto Co.

Crypto Co’s large shareholder updates ownership percentage in Amendment No. 10 to a Schedule 13D. Individual investor Mark Andrew Uram reports beneficial ownership of 674,000,000 shares of Crypto Co common stock, representing 12.3% of the outstanding shares, based on 5,491,925,556 shares outstanding as of December 22, 2025.

The filing states that Mr. Uram acquired the 674,000,000 shares between July 12, 2024 and August 29, 2025, using personal funds, and that there has been no change in his beneficial ownership since his prior report. The amendment is being made solely to reflect the issuer’s updated outstanding share count. The shares are held in street name through the Depository Trust Company, and the securities were acquired for investment purposes. Mr. Uram notes he may buy or sell Crypto Co shares in the future depending on his assessment of the company and market conditions, but he currently has no specific plans for corporate actions involving the issuer.

The Crypto Company reported that on December 12, 2025 it issued a shareholder letter to provide updates on prior and future operations. The letter is being made available to investors on the company’s website and has been attached as an exhibit to this report. The company explains that this information is intended to be read together with its other filings and public announcements with the SEC.

The company notes that the shareholder letter and related disclosure under this item are being "furnished" rather than "filed," which means they are not automatically subject to certain liability provisions of the securities laws or incorporated into other securities offerings unless specifically referenced. Also on December 12, 2025, the company issued a press release announcing the shareholder letter and directing shareholders to its website, which is also included as an exhibit.

The Crypto Company reported several financing and balance sheet moves involving major share issuance, new debt, and revised security interests. The company agreed with three investors to convert August 2025 promissory notes into 271,136,940 common shares, calculated at 135% of the present value of the original note principal using token prices and a recent five-day VWAP for the stock. As additional consideration, it issued new secured promissory notes to these investors with aggregate principal of $855,579.26, keeping the original maturities and restricting repayment requests before maturity.

The company also closed a previously announced agreement with AJB Capital Investments LLC, issuing 476,953,697 common shares, paying $500,000 in cash, and granting a pre-funded warrant to buy up to 713,915,563 shares at an exercise price of $0.0001 per share. It entered into a new AJB promissory note for $93,386 maturing three years from issuance and confirmed subordinated security interests in all company assets for these creditors.

The Crypto Company entered into a Debt Conversion Agreement with AJB Capital Investments LLC, restructuring a significant portion of its outstanding debt. The company agreed to convert $3,808,733 of obligations into a package of equity and cash to be delivered at a closing on or before 30 days from November 26, 2025. At closing, the company will issue 476,953,697 shares of common stock, pay $500,000 in cash, and issue a pre-funded warrant to purchase up to 713,915,563 additional common shares.

Following the closing, all existing notes between the parties will be cancelled except for a new amended and restated promissory note with a principal balance of $93,386, governed by a restated securities purchase agreement that grants the holder a second-priority, subordinated security interest in all company assets. The agreement also includes a leak-out provision limiting the holder’s daily sales of conversion and warrant shares to the lesser of 15% of five-day average trading volume or 20,000,000 shares per trading day without company consent. The company later issued a press release announcing this transaction.

The Crypto Company (CRCW) reported another deeply loss-making and highly leveraged quarter for the period ended September 30, 2025. For the nine months, revenue from services was only $14,209 while net loss was $3,250,725, an improvement from a $5,905,168 loss a year earlier. Operating expenses were $1,647,383, including $690,877 of share-based compensation, and other expenses were driven by $925,925 of loss on debt extinguishment and $892,826 of interest expense.

The balance sheet remains strained. Total assets were $1,465,508, including cash of $446,954 and a new multi-coin cryptocurrency treasury of $1,018,554. Against this, total liabilities were $8,814,605, mostly notes payable and convertible debt, leaving stockholders’ deficit at $7,349,096. The company disclosed a working capital deficit of $8,355,498 and an accumulated deficit of $56,657,186 and stated there is substantial doubt about its ability to continue as a going concern.

To fund operations, CRCW relied heavily on high-interest promissory and convertible notes, primarily with AJB Capital and Fast Capital, plus an interest-free bitcoin-denominated note to Three Mile Creek Future LLC, often accompanied by warrants and stock issued as financing fees or for services. Common shares outstanding rose from 3,032,746,878 at December 31, 2024 to 4,137,864,773 at September 30, 2025, and to 4,774,311,278 by November 17, 2025. After quarter-end, the company acquired 50.1% of Starchive.io, Inc., adding a content management and monetization platform to its blockchain consulting and training business.

The Crypto Company announced the completion of its previously disclosed acquisition of a 50.1% interest in Starchive.io, Inc. The update was furnished under Item 7.01 (Regulation FD), meaning it is not deemed filed for liability purposes. Additional details are provided in Exhibit 99.1 (press release) dated October 20, 2025.

The Crypto Company completed the acquisition of 50.1% of Starchive.io, Inc., gaining a controlling interest. The purchase consideration included an aggregate of 433,633,689 shares of common stock, described as approximately 9.99% of the company’s issued and outstanding common stock immediately prior to issuance. The shares were issued as restricted securities under Rule 144 and may also be subject to contractual lock-ups.

The company also issued 5.0% Convertible Notes with an aggregate principal amount of $8,500,000 that will become convertible into equity only after three years, less any outstanding indebtedness of Starchive. In addition, the company agreed to contribute $3,000,000 in cash to Starchive in multiple tranches over twelve months to support working capital and growth. The issuance of the shares and notes was made in reliance on Section 4(a)(2). Required financial statements and pro forma information will be filed by amendment within 71 days.