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How DTCX rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

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Item 1a. risk factors An investment in our common stock involves a high degree of risk.
You should carefully consider the following risk factors and the other information in this Annual Report before investing in our common stock.
Our business and results of operations could be seriously harmed by any of the following risks.
The risks set out below are not the only risks we face.
Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.
If any of the following events occur, our business, financial condition and results of operations could be materially adversely affected.
In such case, the value and trading price of our common stock could decline, and you may lose all or part of your investment.
Risks Related to our Business We are an early-stage company with limited operating history.
We are an early-stage company currently and have a limited operating history.
We have not maintained consistent profitability from period to period, and no assurances can be made that we will achieve consistent profitability in the near future, if ever.
Accordingly, you should consider our business prospects in light of the costs, uncertainties, delays, and difficulties frequently encountered by companies in the early stages of development.
Potential investors should carefully consider the risks and uncertainties that a company with a limited operating history will face.
In particular, potential investors should consider that we may be unable to: ● successfully implement or execute our business plan, or demonstrate that our business plan is sound; ● adjust to changing conditions or keep pace with increased demand; ● attract and retain an experienced management team; or ● raise sufficient funds to effectuate our business plan.
We have a short operating history in the cryptocurrency mining space, and our new business is subject to a number of significant risks and uncertainties which affect its future viability.
As of December 31, 2025, Doge had invested approximately $29 million towards the development of its new cryptocurrency mining business.
Doge entered into agreements and arrangements for equipment and services but has only recently commenced cryptocurrency mining operations.
Among the risks and uncertainties applicable to the Company and its operations are: ● In July of 2025, Doge acquired approximately 3,100 application-specific integrated circuit computer miners from USDE; ● On September 24, 2025, prior to the acquisition, we loaned $2.5 million at a rate of 8% per annum to Doge, which was anticipated to support the addition of more than 500 new ASIC miners; ● We will rely upon a third-party to conduct most of our mining operations and will have very limited control over our operations; ● There are a limited number of available miners or cryptocurrency computers and the demand from competitors is fierce; - 12 - ● Because of supply chain disruptions including those relating to computer chips, we could encounter delivery delays or other difficulties with the purchase, installation and operation of our mining equipment at our facilities, which would adversely affect our ability to generate material revenue from operations; ● There are a growing number of well capitalized cryptocurrency mining companies, which competitors have significant capital resources, a large supply of miners, and management with significant experience in cryptocurrency mining; ● Bans from governments such as China, together with pending legislation in Congress and other regulatory initiatives threaten the ability to use cryptocurrencies as a medium of exchange; ● We may not be able to liquidate our holdings of cryptocurrencies at its desired prices if a material decline in market prices occurs and this could negatively impact our future financial condition; ● We have not planned to hedge the conversion of any of our sales of cryptocurrencies; and ● Historical performance of cryptocurrencies is not indicative of their future price performance.
For all of these reasons, our cryptocurrency mining business may not be successful and you may lose all of your investment.
Failure of critical systems related to our offerings and/or infrastructure could have a material adverse effect on our business, financial condition, and results of operations.
The critical systems related to our offerings and infrastructure are subject to failure.
Failure of any of our or our colocation hosts’ critical systems, including a breakdown in critical plant, equipment or services, routers, switches or other equipment, power supplies, or network connectivity, whether or not within our control, could result in service interruptions to us and/or damage to equipment, which could significantly disrupt business operations, harm our reputation, and reduce our revenue.
The destruction or severe impairment of any of the facilities where our equipment is hosted could result in significant downtime.
Our or our colocation hosts’ infrastructure and offerings are subject to temporary or permanent interruption by factors that include but are not limited to: ● power loss or plant downtimes; ● equipment failure; ● human error and accidents; ● theft, sabotage, and vandalism, including security breaches of infrastructure; ● failure by us or our suppliers to provide adequate service or maintain equipment and buildings; ● network connectivity downtime and fiber cuts; ● service interruptions resulting from server relocation; ● security breaches of infrastructure; ● improper or inadequate building maintenance; ● physical, electronic, and cybersecurity breaches; ● animal incursions; - 13 - ● fire, earthquake, hurricane, tornado, flood, and other natural disasters as well as exposure to extreme temperatures and water damage; ● extreme temperatures; ● water damage; ● public health crises, such as pandemics and epidemics; and ● military conflict, terrorism or other geopolitical events.
The occurrence of any of these events may have a material adverse effect on our business, financial condition, and results of operations.
Moreover, service interruptions and equipment failures may expose us to potential legal liability.
Our operations are concentrated across a limited number of third-party colocation facilities, and an outage, service degradation, or operational disruption at any one facility could materially reduce our hashrate and revenue.
Because our mining equipment is deployed in third-party environments, our ability to prevent, detect, and remediate certain events may be constrained by the policies, procedures, staffing, maintenance practices, security posture, and incident-response timelines of our colocation hosts and their upstream providers.
In addition, relocating or redeploying mining equipment at scale can be time-consuming and costly due to logistical constraints, limited near-term capacity in comparable facilities, permitting or interconnection lead times applicable to hosts, shipping delays, and the need to reconfigure infrastructure, all of which could extend downtime and increase costs.
Any prolonged interruption, reduced availability, or inability to promptly transition to an alternative hosting solution could have a material adverse effect on our business, financial condition, and results of operations.
Our business may be heavily impacted by geopolitical, social, economic, and other events and circumstances in the United States, or elsewhere.
Our business may be heavily impacted by geopolitical, social, economic, and other events and circumstances in the United States, and elsewhere.
These include natural disasters, health pandemics (like the COVID-19 pandemic), geopolitical tensions sanctions or other restrictive actions, interest rate fluctuations, inflationary issues and associated changes in monetary policy or potential economic recession, commodity prices, legislative and regulatory changes, foreign currency fluctuations, international tariffs, fluctuations in capital markets, and broad trends in industry and finance.
For example, equipment necessary for our operations and our offerings is manufactured in large part outside of the United States.
There is currently significant uncertainty about the future relationship between the United States and other countries, including Canada, Mexico, China, the European Union, and others, with respect to trade policies, treaties, tariffs, and taxes.
These events and circumstances are largely outside of our influence and control and, while the impact of such events or circumstances is not presently known, any of them could adversely affect our business, financial condition, and results of operations.
We face significant competition and may not be able to compete effectively against our current and future competitors.
The industries in which we operate are highly competitive and continuously evolving.
We expect competition to further intensify as existing and new competitors introduce new offerings or enhance existing offerings and as the industries that we operate in continue to grow.
As we continue to expand in our existing markets and enter new markets, we compete against an increasing number of companies operating both within North America and abroad, that may be more established or have greater financial and other resources and/or expertise. - 14 - Driven by the proliferation of energy-intensive applications such as cryptocurrency mining and high-performance computing (“HPC”), demand for energy capacity continues to outpace supply.
For example, HPC workloads require high-density infrastructure with capacity demands multiples greater than legacy data centers can provide, while cryptocurrency mining remains a competitive market that requires operational efficiency and low-cost energy at scale.

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Gone since FY2024

An investment in our in our common stock involves a high degree of risk.
The risks described below include the principal material risks to our company or to investors that are known to our company.
You should carefully consider the risks described below together with the other information contained in this Form 10-K.
If any of the following risks actually occur, our business, financial condition and results of operations could be materially harmed.
As a result, should a trading market develop, as to which no assurance can be given, the trading price of our common stock could decline, and investors might lose all or part of their investment.
Risks Relating to Our Business In addition to the other information in this Annual Report, you should carefully consider the following factors in evaluating us and our business.
This Annual Report on Form 10-K contains, in addition to historical information, forward-looking statements that involve risks and uncertainties, some of which are beyond our control.
Should one or more of these risks and uncertainties materialize or should underlying assumptions prove incorrect, our actual results could differ materially.
Factors that could cause or contribute to such differences include, but are not limited to, those discussed below, as well as those discussed elsewhere in this Form 10-K, including the documents incorporated by reference.
There are risks associated with investing in companies such as ours who are primarily engaged in research and development.
In addition to risks which could apply to any company or business, you should also consider the business we are in and the following: The Company is a recently formed company with an unproven business plan, has not yet established profitable operations and has generated minimal revenue.
The Company has principally funded its operations through the sale of equity and equity instruments, including sales of common stock of $7,339,477 and $1,573,891, net offering costs, along with sales of preferred stock of $805,000 and $0, during the years ended December 31, 2024 and 2023, respectively.
As the Company moves forward in developing its technology and commercializing the Thumzup® mobile application (the “Thumzup® App” or “App”), or as it responds to potential opportunities and/or adverse events, the Company’s working capital needs may change.
Pending its ability to generate adequate cash flow, as to which no assurance can be given, the Company likely will continue to incur significant losses in the foreseeable future for various reasons, including unforeseen expenses, difficulties, complications, and delays, and other unknown events.
As a result, the Company will require additional funding to sustain its ongoing operations and to continue its research and development activities.
The Company cannot assure that its available funds will be sufficient to meet its anticipated needs for working capital and capital expenditures through any period of twelve months.
The Company’s ability to generate positive cash flow will be dependent upon its ability to recruit and retain Advertisers and Creators.
The Company can give no assurances it will generate sufficient cash flows in the future to satisfy its liquidity requirements or sustain continuing operations, or that additional funding, if required, will be available when needed or, if available, on favorable terms.
The Company was formed in October 2020 and has not yet established profitable operations and has generated nominal revenue.
For the year ended December 31, 2024, we incurred a net loss available to shareholders of $3,999,905 primarily due to software research and development expenses of $244,909, marketing expenses of $1,395,961, and general and administrative expenses of $653,611.
For the year ended December 31, 2023, we incurred a net loss available to shareholders of $3,324,180 primarily due to software research and development expenses of $513,088, marketing expenses of $855,270, professional and consulting expenses of $727,554, and general and administrative expenses of $395,624.
The Company may not generate sufficient cash flows to cover its operating expenses.
As noted previously, the Company has incurred operating losses since inception and expects to continue to incur losses as a result of expenses related to research and continued development of its technology, marketing expense, and corporate general and administrative expenses.
As of December 31, 2024, the Company had total Shareholders’ equity of $4,767,261, an accumulated deficit of $9,691,708, and cash and cash equivalents of approximately $4,680,840.
Although the Company had cash on hand of $4,680,840 as of December 31, 2024, there is no assurance that these funds will prove adequate beyond twelve months.
In the event that the Company is unable to generate sufficient cash from its operating activities or raise additional funds, it may be required to delay, reduce or severely curtail its operations or otherwise impede the Company’s on-going business efforts, which could have a material adverse effect on its business, operating results, financial condition and long-term prospects.
Security breaches and other disruptions could compromise the Company’s information and expose it to liability, which would cause its business and reputation to suffer.
In the ordinary course of the Company’s business, it may collect and store sensitive data, including intellectual property, proprietary business information, proprietary business information of its customers, including, credit card and payment information, and personally identifiable information of customers and employees.
The secure processing, maintenance, and transmission of this information is critical to the Company’s operations and business strategy.
As such, the Company is subject to federal, state, provincial and foreign laws regarding privacy and protection of data.
Some jurisdictions have enacted laws requiring companies to notify individuals of data security breaches involving certain types of personal data and the Company’s agreements with certain customers require it to notify them in the event of a security incident.
Evolving regulations regarding personal data and personal information, in the European Union and elsewhere, including, but not limited to, the General Data Protection Regulation (GDPR), and the California Consumer Privacy Act of 2018, especially relating to classification of IP addresses, machine identification, location data and other information, may limit or inhibit the Company’s ability to operate or expand its business.
Such laws and regulations require or may require the Company or its customers to implement privacy and security policies, permit consumers to access, correct or delete personal information stored or maintained by the Company or its customers, inform individuals of security incidents that affect their personal information, and, in some cases, obtain consent to use personal information for specified purposes.
The Company intends to take reasonable steps to protect the security, integrity and confidentiality of the information it collects, uses, stores, and discloses, and it takes steps to strengthen its security protocols and infrastructure, however, the Company’s information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance, or other disruptions.
The Company also could be negatively impacted by software bugs or other technical malfunctions, as well as employee error or malfeasance.
Advanced cyber-attacks can be multi-staged, unfold over time, and utilize a range of attack vectors with military-grade cyber weapons and proven techniques, such as spear phishing and social engineering, leaving organizations and users at high risk of being compromised.
Any such access, disclosure, or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, regulatory penalties, a disruption of the Company’s operations, damage to its reputation, a loss of confidence in the Company’s business, early termination of its contracts and other business losses, indemnification of its customers, liability for stolen assets or information, increased cybersecurity protection and insurance costs, financial penalties, litigation, regulatory investigations and other significant liabilities, any of which could materially harm and adversely affect the Company’s business, revenues, and competitive position.
The Company is dependent on third parties to, among other things, maintain its servers, provide the bandwidth necessary to transmit content, and utilize the content derived therefrom for the potential generation of revenues.
The Company depends on third-party service providers, suppliers, and licensors to supply some of the services, hardware, software, and operational support necessary to provide some of its products and services.
Some of these third parties do not have a long operating history or may not be able to continue to supply the equipment and services the Company desires in the future.

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Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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