Crypto Co (CRCW) SEC Filings

Crypto Co (CRCW) issued 234,251,400 shares of common stock to Eksa Holdings LLC, Practivist Investors LLC, Robert Nail, and Three Mile Creek Future LLC under amendments entered into on September 21 and 24, 2026, in exchange for extending the maturity of their promissory notes. The amended notes have aggregate principal of $1,054,071. The share count represented 20% of aggregate principal, calculated using the common stock’s closing price of $0.0009 per share on August 11, 2026.

The original maturities for Eksa Holdings, Practivist Investors, and Robert Nail’s notes were in December 2025, and Three Mile Creek Future’s was in July 2025; each amended note matures in August 2027. If any principal remains outstanding as of May 11, 2027, the noteholders may receive a one-time payment equal to 10% of outstanding note principal, payable in Crypto Co shares. The amended notes constitute a direct financial obligation of Crypto Co. The shares and amended notes were issued in reliance on exemptions under Section 4(a)(2) and Rule 506 of Regulation D.

Crypto Co (CRCW) received a Schedule 13G reporting that Red Neck Yacht Fund, LP, together with UCM Fund Advisors, LLC and United Capital Management of Kansas, Inc., collectively report beneficial ownership of 375,000,000 shares of Crypto Co common stock, representing 6.44% of the outstanding class.

The Fund directly holds the shares, while UCM Fund Advisors, as general partner, and United Capital, as investment manager, may be deemed to share voting and dispositive power over these shares. All 375,000,000 shares are reported with shared voting and dispositive power and no sole voting or dispositive power. UCM Fund Advisors and United Capital each disclaim beneficial ownership except to the extent of any pecuniary interest.

Crypto Co (CRCW) filed an amended Form D for an exempt private securities offering by CROE, Inc. The company is a Nevada corporation in the banking and financial services category and is using the Rule 506(b) exemption under Regulation D. The offering consists of equity securities and options, warrants or other rights to acquire another security. The filing reports that $580,000 USD has been sold to investors, with an additional $420,000 USD remaining available in the offering. The first sale in this offering occurred on 2026-04-22. The company reports $0 in finders' fees for this raise. The notice is signed by Ronald Levy, Chief Executive Officer, President and Secretary of Crypto Co.

The Crypto Company (CRCW) reports very limited operating scale and significant financial strain in its quarter ended June 30, 2026. Revenue from blockchain consulting and training was only $5,512 for the first six months of 2026, down from $7,086 a year earlier, while the net loss narrowed to $884,719 from $1,619,708.

Liquidity is severely constrained: cash was $10,157 against current liabilities of $6,399,019, resulting in a working capital deficit of $6,388,862 and an accumulated deficit of $57,591,673. Management explicitly concludes there is substantial doubt about the company’s ability to continue as a going concern and states that additional financing is required to meet existing obligations.

The company entered an Asset Purchase Agreement for the “Frame” blockchain business, which includes a contractual $2.0 million funding requirement within an extended 240‑day window and large, contingent stock issuances tied to ambitious market‑cap milestones. Debt has been simplified, with only one small convertible note ($38,772) still carrying a derivative liability of $2,487, generating $560,930 of other income from derivative liability reduction. However, several notes are past due, disclosure controls are deemed not effective, and shareholders face ongoing dilution, with common shares outstanding increasing to 5,829,932,017 as of August 18, 2026.

The Crypto Company, a blockchain consulting and training firm, reported Q1 2026 services revenue of $4,047 and a net loss of $171,822, compared with a loss of $611,582 a year earlier. Operating loss was $705,941, partly offset by $560,930 of other income from a reduction in derivative liabilities.

Liquidity is tight: cash was $14,917 and cryptocurrency holdings were $18,519 as of March 31, 2026, against total liabilities of $6,152,033 and a stockholders’ deficit of $6,118,598. Management discloses a working capital deficit of $6,125,318, accumulated deficit of $56,878,776, and states there is substantial doubt about the company’s ability to continue as a going concern.

The company closed an Asset Purchase Agreement for the “Frame” blockchain business, with contingent stock issuances tied to market-cap milestones and a $2.0 million funding requirement for Frame Intelligence, extended by 120 days via a July 7, 2026 variation agreement. Debt has been actively restructured: convertible debt fell to a single $38,771 note with a remaining derivative liability of $2,487, after large 2025 conversions with AJB Capital that included 446,477,338 shares, a $500,000 cash payment, and pre-funded warrants for 713,915,563 shares. Disclosure controls and procedures were deemed not effective as of March 31, 2026.

The Crypto Company entered into a Subscription Agreement with Sinco International Investments, Inc. on July 2, 2026. The company agreed to sell 8,000,000 shares of common stock, par value $0.001, for a cash purchase price of $25,000 in a private placement exempt from registration under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D.

The investor also received a prepaid warrant to participate in a future private placement offering of the company, if any, under terms set in the agreement. The investor represented that it is an accredited investor acquiring the securities for investment only, and the shares were sold without general solicitation or advertising.

Crypto Co, a Nevada corporation based in Malibu, California, filed an amended Notice of Exempt Offering of Securities reporting the completion of an equity offering conducted under Rule 506(b) of Regulation D.

The amendment states that the total offering amount was sold and the offering has been terminated. The form lists $0 total amount sold, $0 remaining to be sold, and $0 finders' fees, so no securities are currently being offered. The date of first sale in the completed offering is reported as June 24, 2025, and the notice is signed by Chief Executive Officer Ronald Levy.

The Crypto Company reports full-year 2025 results showing a small consulting revenue base against much larger costs and debt restructuring activity. Revenue from consulting services was $18,527 versus $44,814 in 2024, while the net loss reached $1,918,127.

General and administrative expenses rose to $2,573,679, driven partly by $1,078,800 in costs tied to rescinding the Starchive acquisition. Other income turned positive at $1,151,132, mainly from $1,545,211 of debt forgiveness and a $755,000 favorable change in derivative liability, though interest expense increased to $1,135,607.

Liquidity remains strained, with cash of $97,205 and negative working capital of $6,210,341 as of December 31, 2025. The auditor highlights substantial doubt about the company’s ability to continue as a going concern, and management acknowledges material weaknesses in internal control following a prior restatement.

During 2025 the company issued large amounts of equity and pre-funded warrants, including a November 2025 agreement converting $3,808,733 of AJB obligations into 446,477,338 shares, a $500,000 cash payment, and a warrant for 713,915,563 shares, leaving a single $93,386 note outstanding. Subsequent events include rescinding the Starchive deal and acquiring Frame Holdings’ blockchain intellectual property, positioning the planned Frame Layer 1 blockchain for a 2026 launch while the legacy business remains focused on blockchain consulting and education.