The Crypto Company entered a Mutual Transfer and Release Agreement on March 19, 2026 to fully unwind its October 2025 acquisition of 50.1% of Starchive.io, Inc. The deal is rescinded as if it never happened.
The company transferred back all Starchive shares to the sellers, who in turn surrendered and cancelled an aggregate of 433,633,691 previously issued Crypto Company common shares. All convertible promissory notes tied to the original transaction were also surrendered and cancelled, leaving no principal or interest outstanding.
As part of the rescission and mutual release, the company issued 151,748,756 restricted common shares to Starchive in a private, unregistered transaction relying on Section 4(a)(2). The net effect is a material reduction in outstanding shares and the elimination of related debt, with the company’s maximum liability under the new agreement capped at $500,000.
The Crypto Company filed a report announcing a change in its independent auditor. The board dismissed Bush & Associates CPA LLC as auditor, effective March 12, 2026, and approved the appointment of Beckles & Co. for the fiscal year ending December 31, 2025.
Bush’s audit reports for 2024 and 2023 were unqualified but included an explanatory paragraph about factors raising substantial doubt about the company’s ability to continue as a going concern. The company reports no disagreements with Bush and no reportable events other than previously disclosed material weaknesses in disclosure controls and internal control over financial reporting.
The company also states it had not consulted Beckles on accounting or auditing matters before this appointment. A confirmation letter from Bush, dated March 12, 2026, is filed as an exhibit.
The Crypto Company entered into a Subscription Agreement with accredited investor Juan Betancourt on February 27, 2026. The company agreed to sell and issue 34,782,609 shares of common stock for an aggregate purchase price of $40,000 under this agreement.
The shares were issued in a private, unregistered offering relying on the Regulation D exemption from Securities Act registration. The investor represented accredited status and an investment-only intent, and the transaction was completed without any public offering, general solicitation, or general advertising.
The Crypto Company entered into a Subscription Agreement with accredited investor Pierre Valldejuli, under which the company agreed to issue 16,666,667 shares of common stock for a total purchase price of $25,000. This is a private placement, not a public offering.
The shares were issued as unregistered securities in reliance on the Regulation D exemption under the Securities Act, based on the investor’s accredited status and investment intent. The company states the sale involved no general solicitation or advertising, and that the agreement includes customary representations, warranties, and covenants.
The Crypto Company entered into Subscription Agreements with several institutional and accredited investors, including The New VC, LLC, E&M Family Trust, Tristan Bordallo, and Jeffrey L. Dayton. Under these agreements, the company agreed to sell and issue an aggregate of 86,666,667 shares of common stock.
The aggregate purchase price for these shares is $105,000 and 0.2659574468 BTC, providing additional funding to the company through a mix of cash and bitcoin. The securities were issued in a private placement relying on the Regulation D exemption, with investors representing that they are accredited and purchasing for investment purposes.
The shares were sold without registration under the Securities Act and without any general solicitation or advertising. The filing emphasizes that the Subscription Agreements contain customary representations, warranties, and covenants between the company and the investors, and that the form of Subscription Agreement is attached as an exhibit for informational purposes.
The Crypto Company entered into subscription agreements with three accredited investors on January 15, 2026, selling an aggregate of 90,000,000 shares of common stock for a total purchase price of $100,000. The investors are White Dwarf LLC, Ryan Crownholm, and Scott Averitt.
The shares were issued in a private transaction relying on the Regulation D exemption under the Securities Act, with each investor representing that it is an accredited investor acquiring the shares for investment purposes. The transaction did not involve a public offering, there was no general solicitation or advertising, and the securities have not been registered under the Securities Act, so they are subject to transfer restrictions and will bear appropriate legends.
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.