UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

☐  REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

For the transition period from                     to                     

Commission file number: 001-42908

BGIN BLOCKCHAIN LIMITED

(Exact name of Registrant as specified in its charter)

N/A

(Translation of Registrant’s name into English)

Cayman Islands

(Jurisdiction of incorporation or organization)

#09-12 Paya Lebar Square
60 Paya Lebar Road
Singapore 409051

(Address of principal executive offices)

Qingfeng Wu, Chief Executive Officer

Telephone: +65 9658 5681

Email: legal@bgin.com

#09-12 Paya Lebar Square
60 Paya Lebar Road
Singapore 409051

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Securities registered or to be registered pursuant to Section 12(g) of the Act.

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None

(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

An aggregate of 113,135,941 shares (including 90,581,566 Class A ordinary shares and 22,554,375 Class B ordinary shares) were outstanding as of December 31, 2025.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes ☐ No ☒

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive- based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐

TABLE OF CONTENTS

INTRODUCTION

In this annual report on Form 20-F, unless the context otherwise requires, references to:

This annual report on Form 20-F includes our audited consolidated financial statements for the years ended December 31, 2025, 2024, and 2023.

We do not have any operations of our own. We are a holding company with operations conducted (i) in Hong Kong through our Hong Kong operating subsidiaries Bgin HK, Bgin Trading, Bgin Trade HK and Bgin Chip, using U.S. dollars as their functional currency, (ii) in Singapore through our Singapore subsidiaries, Bgin Singapore and Bgin SG, using U.S. dollars as their functional currency, and (iii) in the U.S. through our U.S. subsidiaries, Bgin Infrastructure US, Bgin Management and Bgin Mining, using U.S. dollars as their functional currency. This annual report contains translations of certain foreign currency amounts into U.S. dollars for the convenience of its readers. Assets and liabilities are translated into U.S. dollars at the closing rate of exchange as of the balance sheet dates, the statement of income is translated using average rate of exchange in effect during the reporting periods, and the equity accounts are translated at historical exchange rates. Translation adjustments resulting from this process are included in accumulated other comprehensive income. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. The shareholders’ equity accounts were stated at their historical rate. Cash flows are also translated at average translation rates for the periods, therefore, amounts reported on the statements of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets. No representation is made that the Renminbi amounts could have been, or could be, converted, realized or settled into US$ at such rate, or at any other rate.

Translations from HK dollars to U.S. dollars and from U.S. dollars to HK dollars in this annual report are made at a pegged exchange rate of US$1=HK$7.8. Unless otherwise noted, all translations from Renminbi to U.S. dollars and from U.S. dollars to Renminbi in this annual report are made as follows:

Part I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not Applicable.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not Applicable.

ITEM 3. KEY INFORMATION

This annual report refers to (i) BGIN BLOCKCHAIN LIMITED, a Cayman Islands holding company, as the “Company,” “Bgin”, “we”, “our” and “us”, and (ii) the Company’s subsidiaries as “our subsidiaries” or the “subsidiaries.” The Cayman Islands holding company does not conduct any business operations and the Company’s subsidiaries are entities that conduct business operations in Singapore, the Hong Kong Special Administrative Region of the People’s Republic of China (“Hong Kong”), and the U.S. Investors in our Class A ordinary shares and other equity securities we issue are not purchasing equity interests in our subsidiaries but instead are purchasing equity interests in the Company, the ultimate Cayman Islands holding company.

Bgin is not an operating company, but an exempted company with limited liability incorporated in the Cayman Islands. As an exempted company with no material operations, our operations are conducted by our subsidiaries, including (i) our subsidiaries in Singapore, Bgin Tech Pte. Ltd. (“Bgin Singapore”) and Bgin Technologies Pte Ltd (“Bgin SG”), (ii) our subsidiaries in Hong Kong, Bgin Tech Limited (“Bgin HK”), Bgin Trading Limited (“Bgin Trading”), Bgin Trade HK Limited (“Bgin Trade HK”), and Bgin Chip Limited (“Bgin Chip”), (iii) our subsidiaries in the U.S., Bgin Infrastructure, LLC (“Bgin Infrastructure US”), BGIN MANAGEMENT, LLC (“Bgin Management”) and Bgin Mining Inc. (“Bgin Mining”). This structure involves unique risks to the investors as you may never directly hold any equity interest in our operating subsidiaries, and our ability to receive dividends and other contribution from our subsidiaries in Hong Kong is significantly affected by regulations promulgated by Hong Kong or PRC authorities. Any change in the interpretation of existing rules and regulations or the promulgation of new rules and regulations would likely result in a material change in the operations of our operating entities and/or a material change in the value of the securities we are registering for sale, including that such event could cause the value of such securities to significantly decline or become worthless. See “Item 3. Key Information—D. Risk Factors — Risks Related to Doing Business in Hong Kong — Uncertainties arising from the legal system in Mainland China, including uncertainties regarding the interpretation and enforcement of laws in Mainland China and the possibility that regulations and rules can change quickly with little advance notice, could hinder our ability to offer or continue to offer our securities, result in a material adverse change to our business operations, and damage our reputation, which would materially and adversely affect our financial condition and results of operations and cause the Class A ordinary shares to significantly decline in value or become worthless.”

In addition to our operations in the U.S. and Singapore, a portion of our operations are conducted in Hong Kong by Bgin HK, Bgin Trading, Bgin Trade HK and Bgin Chip, our subsidiaries in Hong Kong. As such, we are subject to certain legal and operational risks associated with such operating subsidiaries being based in Hong Kong and having all of their operations to date in Hong Kong. Pursuant to the Basic Law of the Hong Kong Special Administrative Region (the “Basic Law”), which is a national law of the PRC and the constitutional document for Hong Kong, national laws of the PRC shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law and applied locally by promulgation or local legislation. The Basic Law expressly provides that the national laws of the PRC which may be listed in Annex III of the Basic Law shall be confined to those relating to defense and foreign affairs as well as other matters outside the autonomy of Hong Kong. The basic policies of the PRC regarding Hong Kong as a special administrative region of the PRC are reflected in the Basic Law, providing Hong Kong with executive, legislative and independent judicial powers, including that of final adjudication under the principle of “one country, two systems”. Nevertheless, the Chinese government may intervene or influence our current or future operations in Hong Kong at any time. For details relating to risks of doing business in Hong Kong, see “Item 3. Key Information—D. Risk Factors — Risks Related to Doing Business in Hong Kong.”

In general, any risks related to doing business in Mainland China also apply to doing business in Hong Kong. Uncertainties arising from the legal system in the PRC, including Hong Kong, in which uncertainties regarding the interpretation and enforcement of laws and the possibility that regulations and rules can change quickly with little advance notice, could hinder our ability to offer or continue to offer our securities, result in a material adverse change to our business operations, and damage our reputation, which would materially and adversely affect our financial condition and results of operations and cause our Class A ordinary shares to significantly decline in value or become worthless. See “Item 3. Key Information—D. Risk Factors — Risks Related to Doing Business in Hong Kong.” In recent years, the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in China with little advance notice, including a cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using the variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement, which may in the future impact our ability to conduct out business, accept foreign investments or list on a U.S. or other foreign exchange if we were to become subject to such regulations. In light of the PRC government’s recent expansion of authority in Hong Kong, we may be subject to uncertainty about any future actions of the PRC government or authorities in Hong Kong. Moreover, all the legal and operational risks associated with having operations in the PRC also apply to operations in Hong Kong. There is no assurance that there will not be any changes in the economic, political and legal environment in Hong Kong. The PRC government has intervened and may continue to intervene or influence our current and future operations in Hong Kong at any time or may exert more oversight and control over offerings conducted overseas and/or foreign investment in issuers like ourselves. On February 17, 2023, the China Securities Regulatory Commission (“CSRC”) issued the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, or the Overseas Listing Trial Measures, and five relevant supporting guidelines, which took effect on March 31, 2023. According to the Overseas Listing Trial Measures, PRC domestic companies that seek to offer and list securities in overseas markets, either by direct or indirect means, are required to fulfill the filing procedures with the CSRC and report relevant information. The Overseas Listing Trial Measures also provides that if the issuer both meets the following criteria, the overseas securities offering and listing conducted by such issuer will be deemed as indirect overseas offering by PRC domestic companies: (i) more than 50% of any of the issuer’s operating revenue, total profit, total assets or net assets as documented in its audited consolidated financial statements for the most recent fiscal year is accounted for by PRC domestic companies; and (ii) the main parts of the issuer’s business activities are conducted in mainland China, or its main place(s) of business are located in mainland China, or the majority of senior management staff in charge of its business operations and management are PRC citizens or have their usual place(s) of residence located in mainland China. Where a domestic company seeks to indirectly offer and list securities in overseas markets, the issuer shall designate a major domestic operating entity, which shall, as the domestic responsible entity, fulfil the filing procedure with the CSRC. As advised by our PRC legal counsel, we are not required to obtain the approval from or complete filings with the CSRC for our follow-on offerings based on the facts that: (1) we do not meet the above explicit conditions set out in the Overseas Listing Trial Measures to determine whether an overseas offering shall be deemed as an indirect overseas offering and listing by a domestic company; (2) we do not have any subsidiary in mainland China or use any VIE structure to control any entity in mainland China; and (3) the main parts of our business activities are not conducted in mainland China and our main place of business is located in Singapore, the U.S. and Hong Kong. However, as the Overseas Listing Trial Measures was newly published, there are substantial uncertainties as to the implementation and interpretation, and the CSRC may take a view that is contrary to our understanding of the Overseas Listing Trial Measures because the Overseas Listing Trial Measures adopts the principle of “substance over form” regarding the determination of “indirect overseas offering and listing by a domestic company”, over which the CSRC may have substantial discretions. If we are required by the CSRC to submit and complete the filing procedures for our follow-on offerings, we cannot assure you that we will be able to complete such filings in a timely manner, or even at all. Any failure by us to comply with such filing requirements under the Overseas Listing Trial Measures may result in an order to rectify, warnings and fines against us and could materially hinder our ability to offer or to continue to offer our securities. If certain PRC laws and regulations were to become applicable to a company such as us in the future, the application of such laws and regulations may have a material adverse impact on our business, financial condition and results of operations, and significantly limited or completely hinder our ability to continue our operations and/or our ability to offer or continue to offer securities to investors, any of which may cause the value of our securities, including the Class A ordinary shares, to significantly decline or become worthless. See “Item 3. Key Information—D. Risk Factors — Risks Related to Doing Business in Hong Kong — Uncertainties arising from the legal system in Mainland China, including uncertainties regarding the interpretation and enforcement of laws in Mainland China and the possibility that regulations and rules can change quickly with little advance notice, could hinder our ability to offer or continue to offer our securities, result in a material adverse change to our business operations, and damage our reputation, which would materially and adversely affect our financial condition and results of operations and cause the Class A ordinary shares to significantly decline in value or become worthless,” “Item 3. Key Information—D. Risk Factors — Risks Related to Doing Business in Hong Kong — The enactment of Law of the PRC on Safeguarding National Security in Hong Kong (the “Hong Kong National Security Law”) and the enactment of Safeguarding National Security Ordinance in Hong Kong (the “Hong Kong National Security Ordinance”) could impact our Hong Kong subsidiaries,” “Item 3. Key Information—D. Risk Factors — Risks Related to Doing Business in Hong Kong — Failure to comply with cybersecurity, data privacy, data protection, or any other laws and regulations related to data may materially and adversely affect our business, financial condition, and results of operations” and “Item 3. Key Information—D. Risk Factors — Risks Related to Doing Business in Hong Kong — If we were to be required to obtain any permission or approval from or complete filings with the CSRC, the CAC, or other PRC authorities in connection with our follow-on offerings under PRC law, our ability to offer or continue to offer our securities to investors could be significantly limited or hindered, which could cause the value of our Class A ordinary shares to significantly decline or become worthless, and we may be fined or subject to other sanctions, and our business, reputation financial condition, and results of operations may be materially and adversely affected.”

As of the date of this annual report, our subsidiaries’ mining operations (otherwise referred to as “self-mining”) are conducted in the United States, and a substantial amount of our assets are located in the United States. Since April 2023, our business of selling mining machines designed by us has also been conducted in the United States through Bgin Mining, in Hong Kong through Bgin Trading and in Singapore through Bgin SG. However, many of our directors and officers, including Mr. Zhao Xiang and Mr. Pengju Wang, are nationals and residents of mainland China, and a substantial portion of their assets are located in mainland China. Additionally, Mr. Qiuhua Li, Mr. Qingfeng Wu and Mr. Qi Shao, our directors and officers, while being nationals of Mainland China, are residents of Singapore, Hong Kong, and Hong Kong, respectively. Further, Mr. Boquan He and Mr. Chung Shing Paul Tsang, our independent directors, are residents of Hong Kong, and a substantial portion of their assets are located in Hong Kong. As a result, it may be difficult for a shareholder to effect service of process within the United States upon these persons, or to bring actions or enforce against us or our directors and officers judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States.

Additionally, our current and former auditors, the independent registered public accounting firms that issue the audit report included elsewhere in this annual report, as auditors of companies that are traded publicly in the United States and firms registered with the Public Company Accounting Oversight Board (“PCAOB”), are subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards. Our current and former auditors are subject to PCAOB inspections and PCAOB is able to inspect our current and former auditors, and they are not subject to the determinations announced by the PCAOB on December 16, 2021. However, an exchange may determine to delist our securities, and our Class A ordinary shares may be prohibited from being traded on a national exchange, or an exchange under the Holding Foreign Companies Accountable Act if the PCAOB is unable, or determines that it cannot, inspect or fully investigate our auditors for two consecutive years. On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, and on December 29, 2022, legislation entitled “Consolidated Appropriations Act, 2023” (the “Consolidated Appropriations Act”), was signed into law. The Consolidated Appropriations Act contained, among other things, an identical provision to Accelerating Holding Foreign Companies Accountable Act, which reduces the number of consecutive non-inspection years required for triggering the prohibitions under the Holding Foreign Companies Accountable Act from three years to two, thus reducing the time period before our securities may be prohibited from trading or delisted. On August 26, 2022, the CSRC, the Ministry of Finance of the PRC (the “MOF”), and the PCAOB signed a Statement of Protocol (the “Protocol”), governing inspections and investigations of audit firms based in China and Hong Kong. Pursuant to the fact sheet with respect to the Protocol disclosed by the SEC, the PCAOB shall have independent discretion to select any issuer audits for inspection or investigation and has the unfettered ability to transfer information to the SEC. On December 15, 2022, the PCAOB Board determined that the PCAOB was able to secure complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and voted to vacate its previous determinations to the contrary. However, whether the PCAOB will continue to be able to satisfactorily conduct inspections of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong is subject to uncertainty and depends on a number of factors out of our, and our auditor’s, control. The PCAOB is continuing to demand complete access in mainland China and Hong Kong moving forward and is already resuming regular inspections, as well as to continue pursuing ongoing investigations and initiate new investigations as needed. The PCAOB has indicated that it will act immediately to consider the need to issue new determinations with the Holding Foreign Companies Accountable Act if needed and does not have to wait another year to reassess its determinations. Our securities may be delisted or prohibited from trading if the PCAOB determines that it cannot inspect or investigate completely our auditor under the Holding Foreign Companies Accountable Act. The delisting of our Class A ordinary shares, or the threat of their being delisted, may materially and adversely affect the value of your investment in the future. See “Item 3. Key Information—D. Risk Factors — Risks Related to Doing Business in Hong Kong — Regulatory developments regarding auditor inspection requirements may affect our securities.”

We are permitted under the laws of the Cayman Islands to provide funding to our subsidiaries in Hong Kong through loans or capital contributions without restrictions on the amount of the funds. Bgin HK, Bgin Trading, Bgin Trade HK and Bgin Chip are permitted under the laws of Hong Kong to provide funding to Bgin, the holding company incorporated in the Cayman Islands, through dividend distribution or payments without restrictions on the amount of the funds.

The PRC government’s significant authority to intervene in or influence operations of an offshore holding company at any time could limit our ability to transfer cash both into and outside of China, including Hong Kong. See “Item 3. Key Information—D. Risk Factors — Risks Related to Doing Business in Hong Kong — The PRC government’s significant authority to intervene in or influence the China operations of an offshore holding company at any time could limit our ability to transfer or use our cash outside of China, and otherwise result in material adverse change in our operations and the value of our Class A ordinary shares.” From time to time, cash may be transferred between our Cayman Islands holding company and its subsidiaries, and among the Company’s subsidiaries as intercompany cash transfers. For the fiscal year ended December 31, 2023, (i) Bgin HK transferred cash in the amount of US$5,352,200 to Bgin Infrastructure US, US$8,800 to Bgin Chip, US$9,222,745 to Bgin Singapore, US$36,884,440 to Bgin Trading, and US$298,500 to Bgin Mining, (ii) Bgin Chip transferred cash in the amount of US$22,113 to Bgin HK and US$413,002 to Bgin Singapore, (iii) Bgin Singapore transferred cash in the amount of US$58,913 to Bgin HK, US$650,776 to Bgin Trading, US$446,186 to Bgin Chip, and US$59,467 to Bgin Infrastructure US, (iv) Bgin Trading transferred cash in the amount of US$45,181,002 to Bgin HK, US$27,668,359 to Bgin Singapore, US$1,203,102 to Bgin Mining, and US$8,000 to Bgin Chip, (v) Bgin Infrastructure US transferred cash in the amount of US$10,010 to Bgin Mining, and (vi) Bgin Mining transferred cash in the amount of US$680,000 to Bgin Infrastructure US. For the fiscal year ended December 31, 2024, (i) Bgin HK transferred cash in the amount of SG$400,000 (approximately US$298,418) to Bgin Singapore, US$220,651,271 to Bgin Trading, US$66,107,110 to Bgin Singapore, US$41,224 to Bgin Chip, and US$100 to Bgin Management, US$3,750,000 to Bgin Infrastructure; (ii) Bgin Trading transferred cash in the amount of US$15,665,000 to Bgin Infrastructure, US$134,485,959 to Bgin Singapore, and US$295,192,349 to Bgin HK, US$3,000,000 to Bgin Chip, US$1,000,000 to Bgin Mining, US$6,200,000 to Bgin SG, US$50,000 to Bgin Trade; (iii) Bgin Singapore transferred cash in the amount of US$1,964,400 to Bgin HK, US$3,290,000 to Bgin Infrastructure, US$1,390,000 to Bgin SG; (iv) Bgin Infrastructure transferred cash in the amount of US$793,400 to Bgin Mining, US$451,780 to Bgin HK, US$970,000 to Bgin Trading, US$1,000,000 to Bgin Singapore; (v) Bgin Management transferred cash in the amount of US$6,403,934 to Bgin HK, US$3,379,800 to Bgin Infrastructure, US$8,248 to Bgin Mining; (vi) Bgin Mining transferred cash in the amount of US$280,000 to Bgin Infrastructure, US$328,384 to Bgin HK, US$994,965 to Bgin Singapore; (vii) Bgin Chip transferred cash in the amount of US$102,716 to Bgin Singapore; (viii) Bgin SG transferred cash in the amount of US$10,550,992 to Bgin HK; and (ix) Bgin Trade transferred cash in the amount of US$701,009 to Bgin HK. For the fiscal year ended December 31, 2025, (i) Bgin HK transferred cash in the amount of US$1,370,000 to Bgin Mining, US$8,530,100 to Bgin Trading, US$3,006,132 to Bgin Management, US$57,530,099 to Bgin SG, US$31,000 to Bgin Singapore, US$993,888 to the Company, US$14,000 to Bgin Chip, US$418,746 to Bgin Trade, and US$3,190,000 to Bgin Infrastructure, (ii) Bgin Trading transferred cash in the amount of US$8,846,142 to Bgin HK, US$932,828 to Bgin Singapore, US$31,600,000 to Bgin Infrastructure, US$45,209,412 to Bgin SG, US$5,750,000 to the Company, US$50,000 to Bgin Chip, US$99,057 to Bgin Management, US$357,060 to Bgin Rig, and US$217,956 to Bgin Trade, (iii) Bgin Singapore transferred cash in the amount of US$970,000 to Bgin HK, US$24,624 to Bgin Mining, and US$308,064 to Bgin Chip, (iv) Bgin Infrastructure US transferred cash in the amount of US$2,886,200 to Bgin Management, US$73,000 to Bgin HK, US$634,339 to Bgin Singapore, and US$100 to Bgin Mining, (v) Bgin SG transferred cash in the amount of US$11,580,082 to Bgin HK, US$74,200,000 to Bgin Singapore, US$4,000,000 to Bgin Infrastructure, US$50,000 to Bgin EU, US$24,709,412 to Bgin Mining, and US$1,002,523 to the Company, (vi) Bgin Management transferred cash in the amount of US$2,321,384 to Bgin HK, US$500 to Bgin Singapore, and US$3,095,000 to Bgin Infrastructure, (vii) Bgin Mining transferred cash in the amount of US$605,806 to Bgin HK, US$300,000 to Bgin Management, and US$24,709,412 to Bgin SG, (viii) Bgin Trade transferred cash in the amount of US$1,049,996 to Bgin HK, US$20,016 to Bgin Singapore, US$6,230 to Bgin Infrastructure, and US$356,505 to Bgin Mining, (ix) the Company transferred cash in the amount of US$520,000 to Bgin Field, US$1,379,686 to Bgin Infrastructure, US$14,388,906 to Bgin SG, US$58,047 to Bgin Chip, US$4,070,489 to Bgin Singapore, US$2,900,181 to Bgin HK, and US$3,420,000 to Bgin Rig, (x) Bgin Chip transferred cash in the amount of US$39,937 to Bgin HK, US$314,013 to Bgin Trading, and US$800,100 to Bgin Infrastructure, (xi) Bgin Field transferred cash in the amount of US$500,000 to Bgin HK, and US$2,900,000 to Bgin SG, (xii) Bgin Rig transferred cash in the amount of US$500,000 to Bgin Infrastructure. From January 1, 2026 to the date of this annual report, (i) Bgin Trading transferred a cash dividend in the amount of US$127,400,000 to Bgin Rig, (ii) Bgin Rig transferred a cash dividend in the amount of US$118,000,000 to the Company, (iii) the Company injected capital in the amount of US$118,000,000 into Bgin Field, (iv) Bgin Field injected capital in the amount of US$100,000,000 into Bgin Mining and US$18,000,000 into Bgin Infrastructure US, (v) Bgin Trading transferred cash in the amount of US$164,985 to Bgin HK, US$2,000,000 to Bgin Singapore, US$600,000 to Bgin Mining, US$500,000 to Bgin SG, and US$400,000 to the Company, (vi) Bgin Chip transferred cash in the amount of US$1,000,000 to Bgin Trading, (vii) Bgin HK transferred cash in the amount of US$12,600 to Bgin Chip, US$21,500 to Bgin Management, US$900,000 to Bgin SG, US$24,618,002 to Bgin Trading, and US$40,000 to the Company, (viii) Bgin Singapore transferred cash in the amount of US$29,139,021 to Bgin Trading, (ix) Bgin SG transferred cash in the amount of US$6,608,002 to Bgin HK, US$481,235 to Bgin Singapore, and US$500,000 to the Company, (x) Bgin Management transferred cash in the amount of US$450,000 to Bgin SG, (xi) Bgin Mining transferred cash in the amount of US$25,579,832 to Bgin SG, (xii) Bgin Infrastructure US transferred cash in the amount of US$18,000,000 to Bgin HK, and US$51,618,096 to Bgin Trading.

On January 13, 2024, the board of directors of Bgin Trading declared a dividend with an aggregate amount of US$17,005,000, payable in USDT coins to Bgin Rig, which has been paid to Bgin Rig in full. On January 14, 2024, the sole director of Bgin Rig declared a dividend with an aggregate amount of US$17,000,000, payable in USDT coins to the Company, which has been paid to the Company in full. On January 15, 2024, our board of directors declared a final dividend with an aggregate amount of US$5,000,000, payable in USDT coins to our shareholders of record as of December 31, 2023, to be paid on or before February 29, 2024. As of February 2024, all of the US$5,000,000 of declared dividend had been paid. On March 12, 2024, our board of directors passed resolutions reclassifying the dividend as an interim dividend rather than a final dividend. On March 15, 2024, our shareholders unanimously passed written resolutions ratifying, approving and confirming in all respects the reclassification by the board of directors of the dividend as an interim dividend rather than a final dividend.

On June 2, 2025, the board of directors of Bgin Trading declared a dividend with an aggregate amount of US$5,005,000, payable in USDT coins to Bgin Rig, which has been paid to Bgin Rig in full. On June 3, 2025, the sole director of Bgin Rig declared a dividend with an aggregate amount of US$5,000,000, payable in USDT coins to the Company, which has been paid to the Company in full. On June 6, 2025, our board of directors recommended a final dividend with an aggregate amount of US$5,000,000 be declared by ordinary resolution of the shareholders of the Company and that any such dividend declared by the shareholders of the Company be settled in cash. On June 21, 2025, our board of directors passed further resolutions updating the recommendation of June 6, 2025, to recommend that a final dividend with an aggregate amount of US$5,000,000 be declared by ordinary resolution of the shareholders of the Company and that any such dividend declared by the shareholders of the Company be settled in cash or by a distribution in specie of USDT coins, in each case at the sole discretion of the shareholder entitled to payment of the said final dividend. On June 21, 2025, our board of directors passed resolutions recommending that a final dividend with an aggregate amount of US$5,000,000 be declared by ordinary resolution of the shareholders of the Company, and that any such dividend declared by the shareholders of the Company be settled either in cash or by a distribution in specie of USDT coins, in each case at the sole discretion of the shareholders entitled to payment of the said final dividend, to our shareholders of record as of December 31, 2024. On June 23, 2025, our shareholders unanimously passed written resolutions declaring a final dividend with an aggregate amount of US$5,000,000 to be paid, at the election of each relevant shareholder, in either cash or by a distribution in specie of USDT coins. As of June 30, 2025, all US$5,000,000 of the declared final dividend had been paid to the shareholders, among which US$949,000 was paid in USDT coins.

On February 6, 2026, Bgin Rig declared and made a dividend of US$118,000,000 to the Company. On February 13, 2026, the Company resolved to transfer the sum of the aforementioned dividend to Bgin Field by way of capital contribution. The Company transferred monies by way of capital contribution to Bgin Field in three tranches separately on March 4, 2026, March 9, 2026, and March 14, 2026. Notwithstanding the Company’s prior resolution to transfer the sum by way of capital contribution, the Company was issued 59,000,000 ordinary shares of a single class with a par value of US$2.00 each in the capital of Bgin Field, in consideration of the receipt of the sum of US$118,000,000 from the Company. Bgin Field subsequently injected capital in the amount of US$100,000,000 into Bgin Mining and US$18,000,000 into Bgin Infrastructure US.

On April 17, 2026, Bgin Rig injected capital in the amount of S$25,000,000 (approximately US$19,590,941) into Bgin SG.

As of the date of this annual report, no other dividend declarations have been made by our board of directors or by a subsidiary to the Company. For a discussion of the risks in connection with distributing USDT coins to our shareholders as dividends, see “Item 3. Key Information—D. Risk Factors — Risks Related to Our Business and Industry — If USDT were to be deemed a “security” under the Securities Act, we might have liabilities arising out of a possible violation of Section 5 of the Securities Act in connection with our distributions of dividends to shareholders in the form of USDT coins and our compensation payments to certain service providers in USDT.” Our board of directors has complete discretion on whether to distribute dividends, subject to applicable laws. See “Item 3. Key Information—D. Risk Factors — Risks Related to Our Class A ordinary shares — We may or may not pay dividends in the foreseeable future, and any future determination related to our dividend policy will be made at the discretion of our board of directors. In the event that our board of directors does not declare any dividends, you must rely on price appreciation of our Class A ordinary shares for return on your investment” and our consolidated financial statements and notes for the fiscal years ended December 31, 2025, 2024 and 2023 included elsewhere in this annual report. Subject to certain contractual, legal and regulatory restrictions, cash and capital contributions may be transferred among our Cayman Islands holding company and its subsidiaries.

Under the current practice of the Inland Revenue Department of Hong Kong, generally no tax is payable in Hong Kong in respect of dividends paid by us on the Class A ordinary shares. As of the date of this annual report, there are no restrictions or limitation under the laws of Hong Kong imposed on the conversion of Hong Kong dollars into foreign currencies and the remittance of currencies out of Hong Kong or across borders and to U.S. investors.

Bgin and our subsidiaries may from time to time declare or pay dividends in the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our financial condition, results of operations, capital requirements, contractual requirements, business prospects and other factors the board of directors deems relevant, and subject to the restrictions contained in any future financing instruments.

A. [Reserved]

B. Capitalization and Indebtedness

Not applicable.

C. Reasons for the Offer and Use of Proceeds

Not applicable.

D. Risk Factors

Summary of Risk Factors

Investing in our securities involves significant risks. You should carefully consider all of the information in this annual report before investing in our securities. Below is a summary of the principal risks we face. These risks are discussed more fully under “Item 3. Key Information—D. Risk Factors.”

Risks Related to Doing Business in Hong Kong (for a more detailed discussion, see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in Hong Kong”)

A portion of our operations are conducted in Hong Kong through Bgin HK, Bgin Trading, Bgin Trade HK and Bgin Chip, our Hong Kong subsidiaries, and therefore, we face risks arising from the legal system in Hong Kong and Mainland China, including risks and uncertainties regarding the enforcement of laws and that rules and regulations in China can change quickly with little advance notice. In addition, the Chinese government has intervened and may continue to intervene or influence our operations at any time or may exert more oversight and control over offerings conducted overseas and/or foreign investment in Hong Kong based issuers, which could result in a material change in our operations and/or the value of our Class A ordinary shares. Any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in Hong Kong-based issuers could significantly limit or completely hinder our ability to offer or continue to offer our securities to investors and cause the value of such securities to significantly decline or be worthless. See “Item 3. Key Information—D. Risk Factors — Risks Related to Doing Business in Hong Kong and Mainland China.”

If we do not receive or maintain the approvals, or we inadvertently conclude that such approvals are not required, or applicable laws, regulations, or interpretations change such that we are required to obtain approval in the future, we may be subject to an investigation by competent regulators, fines or penalties, ordered to suspend our relevant business and rectify, prohibited from engaging in relevant business, or subject to an order prohibiting us from conducting an offering, and these risks could result in a material adverse change in our operations, significantly limit or completely hinder our ability to offer or continue to offer securities to investors or cause such securities to significantly decline in value or become worthless. For details, see “Item 3. Key Information—D. Risk Factors — Risks Related to Doing Business in Hong Kong.”

In general, we face risks and uncertainties relating to doing business in Hong Kong, including, but not limited to, the following:

In general, any risks related to doing business in Mainland China also apply to doing business in Hong Kong. Uncertainties arising from the legal system in the PRC, including Hong Kong, in which uncertainties regarding the interpretation and enforcement of laws and the possibility that regulations and rules can change quickly with little advance notice, could hinder our ability to offer or continue to offer our securities, result in a material adverse change to our business operations, and damage our reputation, which would materially and adversely affect our financial condition and results of operations and cause our Class A ordinary shares to significantly decline in value or become worthless. See “Item 3. Key Information—D. Risk Factors — Risks Related to Doing Business in Hong Kong.”

Risks Relating to Doing Business in Singapore (for a more detailed discussion, see “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in Singapore”)

We are subject to risks and uncertainties relating to doing business in Singapore, which include without limitation the following:

Risks Relating to Our Business and Industry (for a more detailed discussion, see “Item 3. Key Information—D. Risk Factors— Risks Relating to Our Business and Industry”)

We are subject to risks and uncertainties relating to our business and industry, which include without limitation the following:

Risks Related to the Regulatory Framework

We are subject to risks and uncertainties relating to the regulatory framework, which include without limitation the following:

Risks Related to Our Class A Ordinary Shares

We are subject to risks and uncertainties relating to our Class A ordinary shares, which include without limitation the following:

We also face other challenges, risks and uncertainties that may materially adversely affect our business, financial condition, results of operations and prospects. You should consider the risks discussed in “Item 3. Key Information—D. Risk Factors” and elsewhere in this annual report before investing in our Class A ordinary shares.

Risks Related to Doing Business in Hong Kong and Mainland China

Through our Hong Kong subsidiaries, we maintain service or freelancer agreements with PRC individuals, including our officer, Mr. Pengju Wang, who is based in Mainland China and provides services to us. Such service relationship does not constitute a labor relationship under the PRC laws and the service providers are unable to enjoy the protection under the PRC Labor Law and other related regulations, as a result of which we may be subject to arbitration or litigation filed by such service providers or required to adjust such form of services in the future.

As of the date of this annual report, through our Hong Kong subsidiaries, we maintained service or freelancer agreements with 52 PRC individuals, including our officer, Mr. Pengju Wang, who is based in Mainland China and provides services to us. The service relationship between our Hong Kong subsidiaries and such PRC citizens does not constitute a labor relationship which refers to a relationship between enterprises in mainland China and employees under the PRC Labor Law but rather a civil legal relationship of the provision and receipt of services under the PRC laws, as a result of which, we are not required to pay social insurance premiums and housing provident funds for such PRC individuals. Currently, there are no explicit regulations under the PRC laws that apply to or restrict the provision of services by PRC individual in mainland China to a Hong Kong company. However, if these PRC individuals believe that they have a substantial labor relationship under the PRC laws with Bgin HK, they may initiate labor arbitration or litigation against Bgin HK for compensation alleging their inability to enjoy the protection of the PRC Labor Law and such other related regulations of mainland China. In addition, we cannot assure you that this form of service provision will not be regulated by new legislation in the PRC in the future and then we may be required to make further adjustments to this kind of business service practice. Any such events may result in substantial and unexpected expenditures and could materially and adversely affect our business, financial condition, and results of operations.

The compensation to the PRC service providers and procurement and service fees to our affiliated entity are and were paid through one or more of the following methods: (i) in Renminbi by Bgin HK through a third-party payment institution; (ii) in USDT transferred directly from Bgin HK’s cold wallet to the relevant individual; or (iii) in Hong Kong dollars by Bgin HK to such individuals’ bank accounts in Hong Kong. If the third-party payment institution providing service for us fails to hold the relevant licenses for cross-border payment business, we shall have to make arrangements with other qualified third-party payment institutions or otherwise make the cross-border payments through a bank.

The compensation to the PRC service providers who entered into service or freelancer agreements with Bgin HK is paid through one or more of the following methods: (i) in Renminbi by Bgin HK through a third-party payment institution, which exchanges the U.S. dollars received from Bgin HK for Renminbi; (ii) in USDT transferred directly from Bgin HK’s cold wallet to the relevant individual; or (iii) in Hong Kong dollars by Bgin HK to such individuals’ bank accounts in Hong Kong. In addition, prior to July 2023, Shenzhen Bgin, an affiliated entity of ours, was responsible for engaging with third-party production partners on behalf of Bgin HK. The payment to third-party suppliers was first made by Shenzhen Bgin in Renminbi, and then Bgin HK reimbursed Shenzhen Bgin through a third-party payment institution, which exchanged the U.S. dollars received from Bgin HK for Renminbi.

According to the Regulation on Supervision and Administration of Non-bank Payment Institutions issued by the State Council on November 24, 2023 and effective on May 1, 2024, and the Implementation Rules for the Regulations on Supervision and Administration of Non-Bank Payment Institutions issued by the People’s Bank of China, or PBOC, on July 9, 2024 and effective on the same day, non-financial institutions are required to obtain the Payment Business License for their payment services. Furthermore, payment institutions may only conduct foreign exchange business after going through the formalities for the registration in the directory of trade foreign exchange receipt and payment enterprises (“Directory Registration”) pursuant to the Administrative Measures for the Foreign Exchange Business of Payment Institutions promulgated by the State Administration of Foreign Exchange (“SAFE”) on April 29, 2019 and effective on the same day. Therefore, third-party payment institutions shall not be permitted to provide cross-border payment services unless they obtain the Payment Business License and complete the Directory Registration. We cannot assure you that the third-party payment institution providing payment services for us could obtain or hold the relevant cross-border payment licenses and if it fails to obtain and hold the required licenses or cooperate with other institutions with such licenses, it may be subject to a fine of up to 30% of the amount involved in the illegal conversion of foreign exchange or ordered to terminate its payment business. If this were to occur, we would have to make arrangements with other qualified third-party payment institutions or make payments to the PRC service providers and our affiliated entities through a qualified bank.

The PRC government’s significant authority to intervene in or influence the China operations of an offshore holding company at any time could limit our ability to transfer or use our cash outside of China and limit our ability to transfer cash both into and outside of China, including Hong Kong, and otherwise result in material adverse change in our operations and the value of our Class A ordinary shares.

Our business, prospects, financial condition, and results of operations may be influenced to a significant degree by political, economic, and social conditions in China generally. In general, any risks related to doing business in Mainland China also apply to doing business in Hong Kong. Uncertainties arising from the legal system in the PRC, including Hong Kong, in which uncertainties regarding the interpretation and enforcement of laws and the possibility that regulations and rules can change quickly with little advance notice, could hinder our ability to offer or continue to offer our securities, result in a material adverse change to our business operations, and damage our reputation, which would materially and adversely affect our financial condition and results of operations and cause our Class A ordinary shares to significantly decline in value or become worthless. See “— Risks Related to Doing Business in Hong Kong” for other risk factors relating to doing business in Hong Kong.

The PRC government has significant authority to intervene in or influence the China operations of an offshore holding company at any time as the government deems appropriate to advance regulatory and social objectives and policy positions. We cannot assure you that policies and regulations implemented by the PRC government will not be extended in the future to cover businesses operating in Hong Kong including our subsidiaries. The PRC government may also prevent us from transferring the cash we maintain in Hong Kong outside of China, or restrict our ability to deploy our cash into the Company or the ability of our Hong Kong subsidiaries to pay dividends. The PRC government may also limit our ability to transfer cash both into and outside of China, including Hong Kong. Any such action could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our subsidiaries’ business, pay dividends, or otherwise fund and conduct our subsidiaries’ business, and could result in a material adverse change to our subsidiaries’ business operations, including our Hong Kong subsidiaries’ operations, our prospects, financial condition, and results of operations, require us to seek additional permission to continue our subsidiaries’ operations, and damage our reputation, which could cause the Class A ordinary shares to significantly decline in value or become worthless. See also “— Failure to comply with cybersecurity, data privacy, data protection, or any other laws and regulations related to data may materially and adversely affect our business, financial condition, and results of operations.”

Uncertainties arising from the legal system in Mainland China, including uncertainties regarding the interpretation and enforcement of laws in Mainland China and the possibility that regulations and rules can change quickly with little advance notice, could hinder our ability to offer or continue to offer our securities, result in a material adverse change to our business operations, and damage our reputation, which would materially and adversely affect our financial condition and results of operations and cause the Class A ordinary shares to significantly decline in value or become worthless.

We may be affected directly or indirectly by laws and regulations in Mainland China. The legal system in Mainland China is a civil law system based on written statutes. Unlike common law systems, it is a system in which decided legal cases may be cited for reference but have less precedential value. The laws, regulations, and legal requirements in China are quickly evolving and their interpretation and enforcement involve uncertainties. These uncertainties could limit the legal protections available to you and us. In addition, we cannot predict the effect of future developments in the legal system in Mainland China, particularly those affecting emerging industries, including the cryptocurrency industry, including the promulgation of new laws, changes to existing laws or the interpretation or enforcement thereof, or the preemption of local regulations by national laws. Furthermore, the legal system in Mainland China is based in part on government policies and internal rules, some of which are not published on a timely basis or at all. As a result, we may not be aware of our violation of these policies and rules. In addition, any administrative and court proceedings in China may be protracted and result in substantial costs and diversion of resources and management attention.

New laws and regulations may be enacted from time to time and substantial uncertainties exist regarding the interpretation and implementation of current and any future laws and regulations in Mainland China applicable to our businesses. In particular, the PRC government authorities may continue to promulgate new laws, regulations, rules and guidelines governing companies operating in emerging industries with respect to a wide range of issues including but not limited to intellectual property, unfair competition and antitrust, privacy and data protection. Compliance with these laws, regulations, rules, guidelines, and their implementation may be costly, and any noncompliance or associated inquiries, investigations, and other governmental actions may divert significant management time and attention and our financial resources, bring negative publicity, subject us to liabilities or administrative penalties, or materially and adversely affect our business, financial condition, results of operations, and the value of the Class A ordinary shares.

Regulatory developments regarding auditor inspection requirements may affect our securities.

U.S. regulatory authorities, including the SEC and PCAOB, have issued statements and rules highlighting risks associated with investing in companies with operations in emerging markets, particularly where the PCAOB cannot inspect auditors. The Holding Foreign Companies Accountable Act requires foreign companies to certify they are not owned or controlled by a foreign government if the PCAOB cannot audit their reports, and prohibits trading of securities if the PCAOB cannot inspect the company’s auditors for two consecutive years.

The independent registered public accounting firms that issue the audit report included elsewhere in this annual report, as auditors of companies that are traded publicly in the United States and firms registered with the PCAOB, are subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards. Our current and former auditors are not subject to PCAOB determinations regarding inability to inspect firms in mainland China or Hong Kong. However, if the PCAOB becomes unable to inspect our auditor in the future or we become owned or controlled by a foreign government, our Class A ordinary shares may be required to be delisted.

In August 2022, the CSRC, MOF and PCAOB signed a protocol governing inspections of audit firms in China and Hong Kong. In December 2022, the PCAOB determined it had secured complete access to inspect firms in mainland China and Hong Kong. However, continued access remains subject to uncertainty and factors outside our control. The PCAOB may issue new determinations at any time if it cannot maintain complete inspection access.

If our auditors fail to meet the PCAOB inspection requirement in time, our Class A ordinary shares may be prohibited from trading on the Nasdaq Stock Market.

We plan to empower our audit committee to take the PCAOB’s lack of inspection, as applicable, into account in connection with the oversight of our independent registered public accounting firm’s audit procedures and establish relevant internal quality control procedures. However, we cannot assure you that our audit committee’s oversight would be effective. In addition, the SEC may initiate proceedings against our independent registered public accounting firm, which could result in the imposition of penalties against our independent registered public accounting firm, such as suspension of its ability to practice before the SEC. All of these could cause our shareholders and investors to lose confidence in our reported financial information and procedures and the quality of our financial statements, which may have a material effect on our business.

Failure to comply with cybersecurity, data privacy, data protection, or any other laws and regulations related to data may materially and adversely affect our business, financial condition, and results of operations.

We may be subject to a variety of cybersecurity, data privacy, data protection, and other laws and regulations related to data, including those relating to the collection, use, sharing, retention, security, disclosure, and transfer of confidential and private information, such as personal information and other data. These laws and regulations apply not only to third-party transactions, but also to transfers of information within our organization. These laws and regulations may restrict our business activities and require us to incur increased costs and efforts to comply, and any breach or noncompliance may subject us to proceedings against us, damage our reputation, or result in penalties and other significant legal liabilities, and thus may materially and adversely affect our business, financial condition, and results of operations.

In some jurisdictions, including Mainland China where we do not have material operations, the cybersecurity, data privacy, data protection, or other data-related laws and regulations are relatively new and evolving, and their interpretation and application may be uncertain. Uncertainties arising from the legal system in the PRC, including Hong Kong, in which uncertainties regarding the interpretation and enforcement of laws and the possibility that regulations and rules can change quickly with little advance notice, could hinder our ability to offer or continue to offer our securities, result in a material adverse change to our business operations, and damage our reputation, which would materially and adversely affect our financial condition and results of operations and cause our Class A ordinary shares to significantly decline in value or become worthless.

The following summarizes some of the key recent legislative initiatives in mainland China on the matters of data security and privacy.

Data Security

Personal Information and Privacy

If we were to be required to obtain any permission or approval from or complete the filing with the CSRC, the CAC, or other PRC authorities in connection with our follow-on offerings under PRC law, our ability to offer or continue to offer our securities to investors could be significantly limited or hindered, which could cause the value of our Class A ordinary shares to significantly decline or become worthless, and we may be fined or subject to other sanctions, and our business, reputation, financial condition, and results of operations may be materially and adversely affected.

The Regulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors, or the M&A Rules, adopted by six PRC regulatory agencies in 2006 and amended in 2009, require offshore special purpose vehicles that are controlled by companies or individuals in Mainland China and that have been formed for the purpose of seeking a public listing on an overseas stock exchange through acquisitions of PRC domestic companies or assets to obtain CSRC approval prior to publicly listing their securities on an overseas stock exchange. The interpretation and implementation of the regulations remain unclear.

In addition, the PRC government authorities may strengthen oversight over offerings that are conducted overseas and/or foreign investment in China-based issuers, and any such action by the Chinese government could significantly limit or completely hinder our ability to offer or continue to offer our securities to investors and cause the value of such securities to significantly decline or be worthless. On July 6, 2021, the relevant PRC governmental authorities promulgated the Opinions on Strictly Cracking Down on Illegal Securities Activities, which emphasized the need to strengthen the supervision over overseas listings by PRC companies. Effective measures, such as promoting the establishment of relevant regulatory systems, are to be taken to deal with the risks and incidents of overseas listing of China-based companies, cybersecurity and data privacy protection requirements and similar matters. As a follow-up, on December 24, 2021, the State Council issued a draft of the Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies, or the Draft Provisions, and the CSRC issued a draft of Administration Measures for the Filing of Overseas Securities Offering and Listing by Domestic Companies, or the Draft Administration Measures, for public comments. The Draft Provisions and the Draft Administration Measures propose to establish a new filing-based regime to regulate overseas offerings and listings by PRC domestic companies. On December 28, 2021, the Cyberspace Administration of China and other PRC authorities promulgated the Cybersecurity Review Measures, which took effect on February 15, 2022, and further restates and expands the applicable scope of the cybersecurity review in effect. Pursuant to the Cybersecurity Review Measures, critical information infrastructure operators that procure internet products and services and network platform operators engaging in data processing activities must be subject to the cybersecurity review if their activities affect or may affect national security. The Cybersecurity Review Measures further stipulates that network platform operators holding personal information of over one million users must apply to the Cybersecurity Review Office for a cybersecurity review before an overseas listing. On September 6, 2024, the NDRC and the Ministry of Commerce jointly issued the Special Administrative Measures (Negative List) for Foreign Investment Access (2024 Version), or the 2024 Negative List, which became effective on November 1, 2024. Pursuant to such Special Administrative Measures, if a domestic company engaging in the prohibited business stipulated in the 2024 Negative List seeks an overseas offering and listing, it must obtain the approval from the competent governmental authorities. Besides, the foreign investors of the company should not be involved in the company’s operation and management, and their shareholding percentage should be subject to the relevant regulations on the domestic securities investments by foreign investors. On February 17, 2023, the CSRC promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, or the Overseas Listing Trial Measures, and five relevant supporting guidelines, which took effect on March 31, 2023. According to the Overseas Listing Trial Measures, PRC domestic companies that seek to offer and list securities in overseas markets, either in direct or indirect means, are required to fulfil the filing procedures with the CSRC and report relevant information. The Overseas Listing Trial Measures also provides that if the issuer both meets the following criteria, the overseas securities offering and listing conducted by such issuer will be deemed as indirect overseas offering by PRC domestic companies: (i) more than 50% of any of the issuer’s operating revenue, total profit, total assets or net assets as documented in its audited consolidated financial statements for the most recent fiscal year is accounted for by PRC domestic companies; and (ii) the main parts of the issuer’s business activities are conducted in mainland China, or its main place(s) of business are located in mainland China, or the majority of senior management staff in charge of its business operations and management are PRC citizens or have their usual place(s) of residence located in mainland China. Where a domestic company seeks to indirectly offer and list securities in overseas markets, the issuer shall designate a major domestic operating entity, which shall, as the domestic responsible entity, fulfil the filing procedure with the CSRC. The foregoing regulations are recently issued and there remain substantial uncertainties with respect to their interpretation and implementation.

As of the date of this annual report, based on the facts that (i) we have not collected, stored, or managed any personal information in Mainland China; (ii) we do not meet the above explicit conditions set out in the Overseas Listing Trial Measures to determine whether an overseas offering shall be deemed as an indirect overseas offering and listing by a domestic company; (iii) we do not have any subsidiary in mainland China or use any VIE structure to control any entity in mainland China; and (iv) the main parts of our business activities are not conducted in mainland China and our main place of business is located in Singapore, the U.S. and Hong Kong, we believe that, based on the advice of Commerce & Finance Law Offices, our PRC counsel, we are not required to obtain any permission from, or complete the filing with authorities of mainland China to operate and issue our Class A ordinary shares to foreign investors for our follow-on offerings, including permissions from or filing with the CSRC or CAC. However, as the foregoing regulations were newly published, there are substantial uncertainties as to the implementation and interpretation. For example, the Overseas Listing Trial Measures adopts the principle of “substance over form” regarding the determination of “indirect overseas offering and listing by a domestic company”, over which the CSRC may have substantial discretions. We cannot assure you that the CSRC will not adopt the principle of “substance over form”, and that we may need to complete the filing procedure. There can be no assurance that the relevant PRC governmental authorities, including the CSRC, would reach the same conclusion as us, or that the CSRC or any other PRC governmental authorities would not promulgate new rules or new interpretation of current rules (with retrospective effect) to require us to obtain CSRC or other PRC governmental approvals or complete the filing for any follow-on offering that we conduct. If (i) we do not receive or maintain any permission or approval or complete the filing required of us, (ii) we inadvertently concluded that certain permissions, approvals or filing have been acquired or are not required, or (iii) applicable laws, regulations, or interpretations thereof change and we become subject to the requirement of additional permissions, approvals or filings in the future, we may have to expend significant time and costs to procure them. If we are unable to do so, on commercially reasonable terms, in a timely manner or otherwise, we may become subject to sanctions imposed by the PRC regulatory authorities, which could include fines and penalties, proceedings against us, and other forms of sanctions, and our ability to conduct our business, invest into Mainland China as foreign investments or accept foreign investments, or list on a U.S. or other overseas exchange may be restricted, and our business, reputation, financial condition, and results of operations may be materially and adversely affected. See also “— The PRC government’s significant authority to intervene in or influence the China operations of an offshore holding company at any time could limit our ability to transfer or use our cash outside of China, and could otherwise result in a material adverse change to our business operations, including our Hong Kong operations and cause the Class A ordinary shares to significantly decline in value or become worthless” and “— Uncertainties arising from the legal system in Mainland China, including uncertainties regarding the interpretation and enforcement of laws in Mainland China and the possibility that regulations and rules can change quickly with little advance notice, could hinder our ability to offer or continue to offer our securities, result in a material adverse change to our business operations, and damage our reputation, which would materially and adversely affect our financial condition and results of operations and cause the Class A ordinary shares to significantly decline in value or become worthless.”

It may be difficult for overseas shareholders and/or regulators to conduct investigations or collect evidence within the territory of China, including Hong Kong.

Shareholder claims or regulatory investigations that are common in the United States generally are difficult to pursue as a matter of law or practicality in China. For example, in China, there are significant legal and other obstacles to providing information needed for regulatory investigations or litigation initiated outside China. Although the authorities in China may establish a regulatory cooperation mechanism with the securities regulatory authorities of another country or region to implement cross-border supervision and administration, such cooperation with the securities regulatory authorities in the United States may not be efficient in the absence of a mutual and practical cooperation mechanism. Furthermore, according to Article 177 of the PRC Securities Law, or Article 177, which became effective in March 2020, no overseas securities regulator is allowed to directly conduct investigations or evidence collection activities within the territory of the PRC. While detailed interpretation of or implementation rules under Article 177 have yet to be promulgated, the inability for an overseas securities regulator to directly conduct investigations or evidence collection activities within China may further increase difficulties faced by you in protecting your interests.

A portion of our business operations is conducted in Hong Kong through our Hong Kong subsidiaries, Bgin HK, Bgin Trading, Bgin Trade HK and Bgin Chip. In the event that the U.S. regulators carry out an investigation on us and there is a need to conduct such investigation, or collect evidence within, the territory of the PRC, the U.S. regulators may not be able to carry out such investigation or evidence collection directly in the PRC under the PRC laws. The U.S. regulators may, in the future, consider cross-border cooperation with a securities regulatory authority of the PRC by way of judicial assistance, diplomatic channels or regulatory cooperation mechanism established with the securities regulatory authority of the PRC. However, there is no assurance that such cooperation will materialize, or if it does, whether it will adequately address any efforts to investigate or collect evidence to the extent that may be sought by U.S. regulators.

You may incur additional costs and procedural obstacles in effecting service of legal process, enforcing foreign judgments or bringing actions in Mainland China/Hong Kong against us or our management based on Mainland China/Hong Kong laws.

As of the date of this annual report, a majority of our operations are conducted in the United States, and a substantial amount of our assets are located in the United States. However, many of our directors and officers, including Mr. Zhao Xiang and Mr. Pengju Wang, are nationals and residents of Mainland China and a substantial portion of their assets are located in Mainland China. Additionally, Mr. Qiuhua Li, Mr. Qingfeng Wu and Mr. Qi Shao, our directors and officers, while being nationals of Mainland China, are residents of Singapore, Hong Kong, and Hong Kong, respectively. Further, Mr. Boquan He and Mr. Chung Shing Paul Tsang, our independent directors, are residents of Hong Kong, and a substantial portion of their assets are located in Hong Kong.

It may be difficult for you to effect service of process upon us or the individuals who are residing in Mainland China or Hong Kong. It may also be difficult for you to bring actions or enforce in U.S. courts judgments obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities laws against us and those officers and directors of ours who do not reside in the United States nor have substantial assets located in the United States. In addition, there is uncertainty as to whether the courts of Mainland China would recognize or enforce judgments of U.S. courts against us or such persons predicated upon the civil liability provisions of the securities laws of the United States or any state.

The recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law. The courts of mainland China may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures Law based either on treaties between China and the country where the judgment is made or on principles of reciprocity between jurisdictions. China does not have any treaties or other forms of written arrangement with the United States that provide for the reciprocal recognition and enforcement of foreign judgments. In addition, according to the PRC Civil Procedures Law, the courts of mainland China will not enforce a foreign judgment against us or our directors and officers if they decide that the judgment violates the basic principles of PRC laws or national sovereignty, security or public interest. As a result, it is uncertain whether and on what basis a PRC court of mainland China would enforce a judgment rendered by a court in the United States.

You may incur additional costs and procedural obstacles in effecting service of legal process, enforcing foreign judgments or bringing actions in Hong Kong against us or our management named in the annual report, as judgments entered in the United States can be enforced in Hong Kong only at common law. If you want to enforce a judgment of the United States in Hong Kong, it must be a final judgment conclusive upon the merits of the claim, for a liquidated amount in a civil matter and not in respect of taxes, fines, penalties, or similar charges, the proceedings in which the judgment was obtained were not contrary to natural justice, and the enforcement of the judgment is not contrary to public policy of Hong Kong. Such a judgment must be for a fixed sum and must also come from a “competent” court as determined by the private international law rules applied by the Hong Kong courts.

The enactment of Law of the PRC on Safeguarding National Security in Hong Kong (the “Hong Kong National Security Law”) and the enactment of Safeguarding National Security Ordinance in Hong Kong (the “Hong Kong National Security Ordinance”) could impact our Hong Kong subsidiaries.

On June 30, 2020, the Standing Committee of the PRC National People’s Congress adopted the Hong Kong National Security Law. This law defines the duties and government bodies of the Hong Kong National Security Law for safeguarding national security and four categories of offences — secession, subversion, terrorist activities, and collusion with a foreign country or external elements to endanger national security — and their corresponding penalties. On March 23, 2024, the Hong Kong National Security Ordinance took effect upon gazettal in Hong Kong, which is similar to the Hong Kong National Security Law, for the purpose of safeguarding national security and setting out the corresponding penalties. It is difficult to predict the full impact of the Hong Kong National Security Law and the Hong Kong National Security Ordinance on Hong Kong and companies located in Hong Kong. If our Hong Kong subsidiaries are determined to be in violation of the Hong Kong National Security Law or the Hong Kong National Security Ordinance by competent authorities, our business operations, financial position and results of operations could be materially and adversely affected.

The effect of the Hong Kong Autonomy Act (“HKAA”) and other U.S. government policies in response to the enactment of Law of the PRC on Safeguarding National Security in the Hong Kong Special Administrative Region (the “Hong Kong National Security Law”) could impact our Hong Kong subsidiaries.

On July 14, 2020, U.S. President Donald Trump signed the Hong Kong Autonomy Act (“HKAA”) into law, authorizing the U.S. administration to impose sanctions against foreign individuals and entities who are determined by the U.S. administration to have materially contributed to the failure to preserve Hong Kong’s autonomy. On August 7, 2020 the U.S. government imposed HKAA-authorized sanctions on eleven individuals, including Hong Kong’s then chief executive, Carrie Lam. On October 14, 2020, the U.S. State Department submitted to relevant committees of Congress the report required under HKAA, identifying persons materially contributing to “the failure of the Government of China to meet its obligations under the Joint Declaration or the Basic Law.” The HKAA further authorizes secondary sanctions, including the imposition of blocking sanctions, against foreign financial institutions that knowingly conduct a significant transaction with foreign persons sanctioned under this authority. The imposition of sanctions may directly affect the foreign financial institutions as well as any third parties or clients dealing with any foreign financial institution that is targeted. It is difficult to predict the full impact of the HKAA on Hong Kong and companies located in Hong Kong. If we were determined to be in violation of the HKAA for any reason, however unlikely, our business operations, financial position and results of operations could be materially and adversely affected.

The Hong Kong legal system embodies uncertainties which could limit the availability of legal protections.

As one of the conditions for the handover of the sovereignty of Hong Kong to China, China accepted conditions such as Hong Kong’s Basic Law. The Basic Law ensured Hong Kong will retain its own currency (the Hong Kong Dollar), legal system, parliamentary system and people’s rights and freedom for fifty years from 1997. The Special Administrative Region of Hong Kong is responsible for its own domestic affairs including, but not limited to, the judiciary and courts of last resort, immigration and customs, public finance, currencies and extradition. Hong Kong continues using the English common law system.

However, the Chinese government may intervene or influence our current or future operations in Hong Kong at any time. If the PRC attempts to alter its agreement to allow Hong Kong to function autonomously, this could potentially impact Hong Kong’s common law legal system and may in turn bring about uncertainty in, for example, the enforcement of our contractual rights. This could, in turn, materially and adversely affect our business and operations. Additionally, intellectual property rights and confidentiality protections in Hong Kong may not be as effective as in the United States or other countries. Accordingly, we cannot predict the effect of future developments in the Hong Kong legal system, including the promulgation of new laws, changes to existing laws or the interpretation or enforcement thereof, or the preemption of local regulations by national laws. These uncertainties could limit the legal protections available to us, including the ability to enforce agreements with the customers.

There are some political risks associated with conducting business in Hong Kong.

A portion of our operations are based in Hong Kong. Accordingly, our business operations and financial conditions will be affected by the political and legal developments in Hong Kong. During the fiscal years ended December 31, 2023, 2024 and 2025, we derived approximately 95.72%, 80.12% and 11.69% of our revenue from operations of our Hong Kong subsidiaries, Bgin HK, Bgin Trading and Bgin Trade HK. Any adverse economic, social and/or political conditions, material social unrest, strike, riot, civil disturbance or disobedience, may affect the market and may adversely affect the business operations of our Hong Kong subsidiaries. Hong Kong is a special administrative region of the PRC and the basic policies of the PRC regarding Hong Kong are reflected in the Basic Law, namely, Hong Kong’s constitutional document, which provides Hong Kong with executive, legislative and independent judicial powers, including that of final adjudication under the principle of “one country, two systems”. However, there is no assurance that there will not be any changes in the economic, political and legal environment in Hong Kong in the future. The Chinese government may intervene or influence our current or future operations in Hong Kong at any time. Since a portion of our operations are based in Hong Kong and we derive a significant percentage of our revenue from operations of our Hong Kong subsidiaries, any change of such political arrangements may pose an immediate threat to the stability of the economy in Hong Kong, thereby directly and adversely affecting our results of operations and financial positions.

Under the Basic Law, Hong Kong is exclusively in charge of its internal affairs and external relations, while the government of the PRC is responsible for its foreign affairs and defense. As a separate customs territory, Hong Kong maintains and develops relations with foreign states and regions. Based on certain recent development including the Hong Kong National Security Law issued by the Standing Committee of the PRC National People’s Congress in June 2020, the U.S. State Department has indicated that the United States no longer considers Hong Kong to have significant autonomy from China and President Trump signed an executive order and HKAA, to remove Hong Kong’s preferential trade status and to authorize the U.S. administration to impose blocking sanctions against individuals and entities who are determined to have materially contributed to the erosion of Hong Kong’s autonomy. The United States may impose the same tariffs and other trade restrictions on exports from Hong Kong that it places on goods from Mainland China. These and other recent actions may represent an escalation in political and trade tensions involving the U.S., China and Hong Kong, which could potentially harm our business.

Our revenue is susceptible to the ongoing incidents or factors which affect the stability of the social, economic and political conditions in Hong Kong. Any drastic events may adversely affect our business operations. Such adverse events may include changes in economic conditions and regulatory environment, social and/or political conditions, civil disturbance or disobedience, as well as significant natural disasters. Given the relatively small geographical size of Hong Kong, any of such incidents may have a widespread effect on our business operations, which could in turn adversely and materially affect our business, results of operations and financial condition. It is difficult to predict the full impact of the HKAA on Hong Kong and companies with operations in Hong Kong like us. Furthermore, legislative or administrative actions in respect of China-U.S. relations could cause investor uncertainty for affected issuers, including us, and the market price of our Class A ordinary shares could be adversely affected.

We may be affected by the currency peg system in Hong Kong.

Since 1983, Hong Kong dollars have been pegged to the U.S. dollar at the rate of approximately HK$7.80 to US$1.00. We cannot assure you that this policy will not be changed in the future. If the pegging system collapses and Hong Kong dollars suffer devaluation, the Hong Kong dollar cost of our expenditures denominated in foreign currency may increase. This would in turn adversely affect the operations and profitability of our business.

Risks Related to Doing Business in Singapore

We are subject to the laws of Singapore, which differ in certain material respects from the laws of the United States.

We are required to comply with the laws of Singapore, certain of which are capable of extra-territorial application, as well as the constitution of our Singapore subsidiaries. In particular, we are required to comply with certain provisions of the Securities and Futures Act 2001 of Singapore (“SFA”), which prohibit certain forms of market conduct and information disclosures, and impose criminal and civil penalties on corporations, directors and officers in respect of any breach of such provisions.

The laws of Singapore and of the United States differ in certain significant respects. The application of Singapore law may, in certain circumstances, impose more restrictions on us, our directors and officers than would otherwise be applicable to U.S. corporations. For instance, under the Central Provident Fund Act 1953 of Singapore, we are required to make Central Provident Fund contributions for all employees who are Singapore citizens or permanent residents who are employed in Singapore under a contract of service (save for employees who are employed as a master, a seaman or an apprentice in any vessel, subject to an exception for non-exempted owners). Generally, we are also required to take out mandatory insurance for accidents which arise in the course of an employee’s employment under the Work Injury Compensation Act 2019 of Singapore.

We are subject to risks associated with operating in rapidly evolving Southeast Asia region, and we might therefore be exposed to various risks inherent in operating and investing in the region.

We conduct a portion of our operations in Singapore, a country located in Southeast Asia, and we intend to continue to develop and expand our business and penetration in Singapore. Our operations in Singapore are subject to various risks related to the economic, political and social conditions of Southeast Asia in general, including risks related to the following:

Any disruptions in our business activities or volatility or uncertainty in the economic, political or regulatory conditions in the markets we operate in could adversely affect our business, financial condition, results of operations and prospects.

Adverse changes in government regulations in Singapore may materially and adversely affect our operations and financial condition.

A portion of our business operations is based in Singapore. Our operations in Singapore are subject to laws and government regulations of Singapore. These include requirements to obtain and maintain several statutory and regulatory permits and approvals under the laws of Singapore, generally for carrying out our business. Some these approvals are granted for a limited duration and require renewal and are generally subject to conditions stipulated in the licenses and permits and/or relevant laws or regulations under which such licenses and permits are issued. Failure to comply with such conditions could result in the revocation or non-renewal of the relevant license or permit. As such, we have to constantly monitor and ensure our compliance with such conditions. Should there be any failure to comply with such conditions resulting in the revocation of any of the licenses and permits, we will not be able to carry out our operations.

Currently, we believe we have obtained all licenses, permits and approvals necessary for carrying on our business operations in the current scope in Singapore. Should there be any changes in the regulatory requirements and we are not able to comply with them in a timely manner or if compliance of these requirements involved substantial costs, the business, results of operations and our financial position may be adversely affected.

The ability of our subsidiaries in Singapore to distribute dividends to us may be subject to restrictions under applicable laws.

We are a holding company, and we have operating subsidiaries formed in Singapore. Part of our sources of funds to meet our cash needs is our share of the dividends, if any, paid by our operating subsidiaries. The distribution of dividends to us from our subsidiaries is subject to restrictions imposed by the applicable laws and regulations in the jurisdictions where we operate. Although there are currently no foreign exchange control regulations which restrict the ability of our operating subsidiaries in Singapore to distribute dividends to us, the relevant regulations may be changed and the ability of our subsidiaries in Singapore to distribute dividends to us may be restricted in the future.

It is not certain if the Company will be classified as a Singapore tax resident.

Under the Singapore Income Tax Act 1947 (the “ITA”), a company established outside Singapore but exercises control and management in Singapore (i.e., where its board of directors meetings where strategic decisions are made) could still be considered a tax resident in Singapore if there are valid reasons for the company not incorporating in Singapore.

We believe that the Company, which is a Cayman Islands exempted company, is not a Singapore tax resident for Singapore income tax purposes. However, the tax residence status of the Company and the grant of a certificate of residence is subject to determination by the Inland Revenue Authority of Singapore (the “IRAS”). Regardless of the tax residency of the Company, any income that is accruing in or derived from Singapore or foreign-sourced income that is received or deemed received in Singapore from outside Singapore is chargeable to income tax at the prevailing corporate tax rate of 17.0%, unless any applicable exemption applies. Income is considered to have been received in Singapore when it is: (i) remitted to, transmitted or brought into Singapore; (ii) applied in or towards satisfaction of any debt incurred in respect of a trade or business carried on in Singapore; or (iii) applied to purchase any movable property that is brought into Singapore. If the Company derives any dividend income from its foreign subsidiary and such income is received or deemed received in Singapore, such income may be exempt from Singapore income tax (subject to certain other conditions) assuming it is subject to corporate income tax under the laws of that jurisdiction, and that such jurisdiction has a corporate income tax rate of at least 15.0%.

In addition, as Singapore does not impose withholding tax on dividends declared by Singapore resident companies, if the Company is considered a Singapore tax resident, dividends paid to the holders of our shares will not be subject to withholding tax in Singapore. In respect of any gains from disposal of our shares that is considered by IRAS as income in nature, such gain will generally be subject to Singapore income tax, and not taxable in Singapore if the gain is considered by IRAS as capital gains in nature (unless such disposal is in respect of a disposal of foreign assets under Section 10L of the ITA). For more details, please see also “Item 10. Additional Information — E. Taxation — Singapore Taxation.”

Risks Related to Our Business and Industry

We have a limited operating history and have grown significantly in a short period of time. If we fail to manage our growth effectively, our business could be materially adversely affected.

We were organized and began our mining activities through our subsidiaries in 2019 and started selling mining machines in April 2023. Accordingly, we have a limited operating history, which makes an evaluation of our future prospects difficult. Revenue generated from selling mining machines designed by us contributed approximately 85.43% of our total revenue of US$257,268,371 for the fiscal year ended December 31, 2023, 63.57% of our total revenue of US$302,277,581 for the fiscal year ended December 31, 2024, and 22.63% of our total revenue of US$67,395,903 for the fiscal year ended December 31, 2025. However, our historical results, particularly the significant revenue growth we experienced from selling mining machines, may not be indicative of our future performance.

Several factors could impact our business differently in the future compared to the past. Market conditions, technological advancements, and competitive dynamics within the cryptocurrency mining industry are constantly evolving. For instance, fluctuations in cryptocurrency prices can directly affect the demand for mining machines, which in turn could impact our sales and revenue.

As of December 31, 2025, our subsidiaries owned a total of 74,743 mining machines for operation purposes, among them 69,082 were “KS” series machines designed for KAS mining. The average per unit price of KAS coins was $0.1440 and $0.0816 in 2024 and 2025, respectively. The substantial decrease in the market price of KAS has adversely affected the mining profitability of our machines designed for KAS mining. In order to optimize overall mining efficiency and profitability, the Company significantly reduced the number of “KS” series machines in operation since the beginning of 2025. As of December 31, 2025, out of the 74,743 mining machines owned for operation purposes, 4,655, or approximately 6.23%, were under operation, compared with 37,864 out of 46,989 units under operation as of December 31, 2024, primarily as a result of the decline in the market price of KAS, which rendered KAS mining uneconomical relative to prevailing electricity costs. Additionally, a majority of the models we have currently available for sale are designed for mining KAS coins. With the decreased per unit price of KAS, the sales volume of our “KS” series machines in the fiscal year ended December 31, 2025 decreased to 1,377 units from 84,544 units in the fiscal year ended December 31, 2024. As a result, our business operations, results of operations and financial condition for the year ended December 31, 2025 were materially and adversely affected by the decreased price of KAS coins. If the price of KAS coins does not appreciate in the future, our revenues may continue to decline, our profitability may be further reduced, and we may face additional challenges in maintaining sufficient liquidity to fund our operations. Prolonged periods of depressed KAS coin prices could also impair our ability to expand our business, pursue strategic opportunities, or meet our obligations as they become due.

Our operating results will likely fluctuate moving forward as we focus on increasing the capacity of our subsidiaries’ mining farms and mining machines and as the market prices of cryptocurrencies fluctuate, and as we upgrade our mining machines for sale or internal use. We may need to make business decisions that could adversely affect our operating results, such as modifications to our business strategy, structure, or operations. In addition, we have grown rapidly since inception. This growth has placed significant demands on our management, financial, operational, technological, and other resources, and we expect that additional growth could place significant demands on our management and other resources and require us to continue developing and improving our operational, financial, and other internal controls. We may not be able to address these challenges in a cost-effective manner or at all. If we do not effectively manage our growth, we may not be able to execute on our business plan, respond to competitive pressures or take advantage of market opportunities and our business, financial condition, and results of operations could be materially harmed.

Our business operations are heavily dependent upon the stability and popularity of KAS coins and ALEO coins.

Our current business operations are heavily dependent upon the stability and popularity of KAS coins and ALEO coins and their respective underlying blockchains. For the fiscal year ended December 31, 2023, the sale of our KAS mining machines contributed 85.43% of our total revenue, the KAS coins we mined contributed 71.5% of our mining revenue, and our mining pool revenue, which were solely derived from the mining of KAS coins, contributed 9.3% of our total revenue. For the fiscal year ended December 31, 2024, the sale of our KAS mining machines contributed 57.77% of our total revenue, the KAS coins we mined contributed 84.80% of our mining revenue, and our mining pool revenue derived from the mining of KAS coins, contributed 19.46% of our total revenue. For the fiscal year ended December 31, 2025, the sale of our KAS mining machines contributed 1.74% of our total revenue, the KAS coins we mined contributed 97.60% of our mining revenue, and our mining pool revenue derived from the mining of KAS coins, contributed 7.92% of our total revenue. With respect to our machine sales business for the fiscal year ended December 31, 2025, our “AL” series mining machines, designed for the mining of ALEO coins, constituted approximately 88% of our machine sales for the fiscal year ended December 31, 2025. As such, our current business operations rely heavily on the stability and popularity of the KAS blockchain and, with respect to our machine sales business, the stability and popularity of the ALEO blockchain.

Any technical issues, security vulnerabilities, or operational disruptions to the KAS blockchain or the ALEO blockchain could directly impact our ability to conduct business. If either the KAS blockchain or the ALEO blockchain suffers from reduced efficiency, security flaws, or prolonged downtime, our platform’s performance could suffer significantly, potentially leading to financial losses and damage to our reputation. Additionally, if KAS becomes less popular among miners due to competition from coins derived from other blockchains, shifts in market trends, or regulatory constraints, our business operations may face challenges in attracting new customers to participate in our mining pools or retaining existing customers. Similarly, if ALEO becomes less popular among miners or if demand for ALEO mining machines declines due to competition from other blockchains, shifts in market trends, or regulatory constraints, our machine sales business may face challenges in attracting new customers to purchase our ALEO mining machines or retaining existing customers. In such events, our revenue streams may be impacted and our potential for future growth may be limited.

Our business operations are subject to special risks with respect to the KAS blockchain and the ALEO blockchain.

Special risks exist with respect to the KAS blockchain. For instance, KAS’ setup is more advanced than some other established blockchains, which makes it harder to check for problems. This extra complexity means there are possibilities that hidden issues could go undetected, making it potentially less secure than simpler systems that can be tested more easily. Further, KAS allows multiple blocks, or groups of transactions, to be created at the same time. While this makes the system faster, blocks sometimes get left out of the main network flow. If too many blocks get left out, it could cause delays or confusion in confirming transactions. Additionally, KAS’ approach is still new and not as widely adopted as other blockchains, meaning that it does not have as much developer support, compatibility with apps, or wallet and exchange options as some bigger networks like Bitcoin or Ethereum. If issues occur, fixing them could take more time since the network has fewer experts familiar with its design. Special risks also exist with respect to the ALEO blockchain. ALEO is a relatively nascent blockchain that utilizes a novel zero-knowledge proof-based architecture, which, while designed to enhance privacy and scalability, introduces additional technical complexity and may be more susceptible to undiscovered vulnerabilities than more established blockchain networks. As ALEO has a smaller developer community and a more limited ecosystem of supporting infrastructure, including wallets, exchanges, and compatible applications, compared to more widely adopted networks such as Bitcoin or Ethereum, any technical failures or security incidents affecting the ALEO network may be more difficult to remediate in a timely manner. Furthermore, the market for ALEO coins and ALEO-compatible mining machines is at an early stage of development, and there can be no assurance that demand for ALEO mining machines will be sustained or will grow. If any of these risks materializes, our current business operations, which are heavily dependent upon the success of KAS and, with respect to our machine sales business, the success of ALEO, could be materially and adversely affected.

Our revenues may be materially and adversely affected by our operational adjustments in response to fluctuations in coin prices.

Our business model requires us to continuously evaluate the economics of operating our mining machines in light of prevailing coin prices and associated operating costs, such as electricity and maintenance. When coin prices decline to levels that make certain mining activities uneconomical, we may be required to reduce the number of machines in operation or temporarily suspend portions of our mining activities. Conversely, when prices rise, we may seek to increase machine utilization. This operational flexibility, while intended to preserve profitability, exposes us to the risk that frequent or prolonged reductions in machine usage will result in lower mining output and revenues. Moreover, our ability to rapidly scale operations back up may be limited by technical, logistical, or capital constraints, which could further reduce our competitiveness and negatively impact our business, financial condition, and results of operations.

We may be unable to raise additional capital needed to grow our business.

We expect to need to raise additional capital to expand our operations and pursue our growth strategies, and to respond to competitive pressures or unanticipated working capital requirements. We may not be able to obtain additional financing on favorable terms, if at all, which could impair our growth and adversely affect our existing operations. If we raise additional equity, or equity-linked, financing, our shareholders may experience significant dilution of their ownership interests, and the per share value of our Class A ordinary shares could decline. Furthermore, if we engage in debt financing, the holders of debt likely would have priority over the holders of our Class A ordinary shares on order of payment preference. We may be required to accept terms that restrict our ability to incur additional indebtedness or take other actions including terms that require us to maintain specified liquidity or other ratios that could otherwise not be in the interests of our shareholders.

Our mining machines exported from Asia to the United States may be subject to the additional tariffs recently imposed by the U.S. government on certain products imported from China, which could adversely affect our supply chain, cost structure, and results of operations.

In 2025, U.S. President Donald J. Trump announced that the U.S. would impose significant additional tariffs on Chinese imports. There have been ongoing negotiations between U.S. and Chinese government officials regarding these tariffs and the reciprocal tariffs introduced by the government of China. As of the date of this annual report, the effective average tariff rate on Chinese imports exceeds 30%. We cannot assure you that additional tariffs or other trade restrictions will not be imposed on short notice. The additional tariffs imposed by the U.S. government on certain products imported from China may impact our supply chain and cost structure. In the manufacturing of our mining machines, we collaborate with a leading foundry located in Asia outside of China for chip fabrication and manufacturing, some of our materials and components are sourced from China. These materials and chips are then shipped to our partner manufacturers in Malaysia, Singapore and China for final manufacturing and assembly. See “Item 4. Information on the Company—B. Business Overview — Mining Machines.” Assembled machines are shipped to the United States for our own mining operations and hosting services, while machines for our mining machine sales business are typically shipped directly to customers by our manufacturing partners, including customers located in the United States.

We are currently evaluating the impact of the recently imposed additional tariffs as a whole. If our mining machines are deemed to be subject to the additional tariffs as a result of our using machine components sourced from China in the manufacturing of our mining machines or using a partner manufacturer based in China, the profitability of several existing lines of business, including our own mining operations, hosting services, and sales of mining machines, may all be materially and negatively affected. If our customers in the U.S. are required to pay additional tariffs on our products, demand for our mining machines could decline, negatively affecting our sales and revenue.

Additionally, there is no guarantee that the trade relations between the U.S. and the PRC will remain stable in the future. Any deterioration in the relationship between the U.S. and the PRC could further increase our costs of exporting mining machines to the U.S., or limit our ability to export mining machines to the U.S., which could have an adverse effect on our business, financial condition and results of operations.

Finally, the evolving regulatory landscape and potential for further tariff adjustments or trade restrictions create uncertainty. Compliance with tariff-related regulations, including classification and valuation requirements, may increase operational complexity and costs. Any escalation in trade tensions or additional tariffs could further disrupt our supply chain, limit access to certain materials, and negatively impact our ability to meet customer demand, posing significant risks to our business.

Any increase in tariffs on products imported from certain Asian countries may negatively affect our business, supply chain and results of operations.

We are subject to risks associated with international trade policies and tariffs, particularly those affecting our supply chain in Asia. As of January 2026, the U.S. has initiated actions to raise tariffs on South Korean imports to 25% on various products, including autos, lumber, and pharmaceuticals, citing trade agreement non-compliance. While some Malaysian goods may have exemptions, others are subject to potential adjustments. As of February 2026, the U.S. has imposed a global surcharge of 10% to 15% on most imports from Singapore, notwithstanding the existing U.S.–Singapore Free Trade Agreement. These tariffs could materially increase our costs of operations and adversely affect our gross margins. In addition, any retaliatory measures, regulatory uncertainty, or prolonged trade tensions may disrupt our supply chain, delay production and delivery timelines of our mining machines, and negatively impact our ability to operate in a timely and cost-effective manner. These risks could materially and adversely affect our business, financial condition, and results of operations.

There is no assurance that cryptocurrencies will maintain their long-term value and volatility in the market price of cryptocurrencies may adversely affect our business and results of operations.

As a relatively new product and technology, cryptocurrencies have only in recent years been accepted as a means of payment for goods and services by selected industries, the use of cryptocurrencies is not anchored by any reserve currency or precious metal, is not backed by any government or commercial enterprise, and the long-term value of cryptocurrencies is uncertain, which may further increase the volatility in cryptocurrency prices. Banks and other established financial institutions may refuse to process funds for cryptocurrency transactions, process wire transfers to or from cryptocurrency exchanges, or maintain accounts for persons or entities transacting in cryptocurrencies. Meanwhile, a significant portion of cryptocurrency demand is generated by speculators and investors seeking to profit from the short- or long-term holding of cryptocurrencies. The prices of cryptocurrencies may also be impacted by an evolving and uncertain regulatory environment and the development of blockchain technology.

Our business and financial condition highly correlate with the market price of cryptocurrencies. During the fiscal years ended December 31, 2023 and 2024, a majority of our revenue was generated from mining machine sales, and during the fiscal year ended December 31, 2025, a majority of our revenue was generated from self-mining, and we held a significant amount of cryptocurrencies in all fiscal years. As of December 31, 2024 and 2025, the cryptocurrencies held by us in aggregate accounted for approximately 11.87% and 24.18% of our total assets, respectively. Through our subsidiaries, we have adopted measures to minimize the risks associated with the fluctuation in the market price of cryptocurrencies. For example, our subsidiaries utilize their proprietary cloud-based mining machine management software to monitor the amount and fluctuation of the market price of cryptocurrencies mined on a daily basis and, on an as-needed basis, adjust the ratio of cryptocurrencies to be mined. However, there can be no assurance that this measure can effectively eliminate or reduce the price risk of cryptocurrencies. Any drastic fluctuation in the market price of cryptocurrencies may have a material adverse impact on our business, financial condition and results of operations.

On the other hand, if there is a rapid increase in the market price of cryptocurrencies, market demand for mining machine components and other cryptocurrency mining services is likely to surge. In such event, in response to increasing market demand, suppliers may increase prices for the machine components sourced by our subsidiaries and, as such, we may incur higher production costs associated with the manufacturing of mining machines by our subsidiaries. Furthermore, a rise in cryptocurrency prices could result in substantial increases in the supply of mining machines connected to the cryptocurrency network. The increased computing power would lead to increasing mining difficulty, which would reduce the economic return of mining and thereby lead to a material adverse impact on our business, financial condition, and results of operations.

Bankruptcies and financial distress among cryptocurrency market participants, including the bankruptcy of FTX, a large cryptocurrency exchange, have caused widespread disruption in these markets and have negatively impacted our business operations, results of operations and financial condition.

Some cryptocurrency market participants have experienced bankruptcies and financial distress, which have caused widespread disruption in the cryptocurrency markets. FTX, a Bahamas-based cryptocurrency exchange, filed for Chapter 11 bankruptcy on November 10, 2022. The rapid collapse and bankruptcy of FTX had a negative impact on cryptocurrency markets. The negative effects in the immediate aftermath of FTX’s bankruptcy announcement included; (i) a broad based drop in cryptocurrency valuations; (ii) a high volume of withdrawal requests from clients of other cryptocurrency exchanges, and (iii) some crypto exchanges announced temporary withdrawal suspensions due to market volatility.

We had stored cryptocurrencies valued at $1.08 million, which consisted only of Bitcoins, in the hot wallets maintained on FTX prior to its bankruptcy, and as of the date of this annual report, we have not been able to withdraw any cryptocurrencies from FTX since its bankruptcy.

For the fiscal year ended December 31, 2023, we primarily used cryptocurrency exchanges including MEXC, TXBIT, KuCoin, Gate.io and OKX to exchange cryptocurrencies we mined into Tethers. For the fiscal year ended December 31, 2024, we primarily used cryptocurrency exchanges including OKX, Binance.com, MEXC KuCoin, Kraken, Gate.io, Bitget, Xeggex and CoinEx to exchange cryptocurrencies we mined into Tethers. For the fiscal year ended December 31, 2025, we used one cryptocurrency exchange, Kraken, to exchange cryptocurrencies we mined into Tethers. For the fiscal year ended December 31, 2023, the crypto exchanges we used to exchange Tethers we held into fiat currency included CD Digital, WD Global, MCE, Actyve and ONC. For the fiscal year ended December 31, 2024, the crypto exchanges we used to exchange Tethers we held into fiat currency included MCE, Actyve, ONC, and HashKey Exchange. For the fiscal year ended December 31, 2025, the crypto exchanges we used to exchange Tethers we held into fiat currency included MCE and Actyve. The exchanges we use do not impose limits on exchanges of USDT to U.S. dollars. However, we have set daily limits on the exchanges we initiate. Currently, we have set daily exchange limits of US$8 million for each of MCE and Actyve. If any of these cryptocurrency exchanges or payment platforms were to suspend redemptions, we may not be able to exchange cryptocurrencies for fiat currency at rates favorable to us or at all, as a result of which our business operations could be disrupted. In such event, our business operations, financial condition, and results of operations may be materially and negatively impacted.

We use payment platforms to receive cash exchanged from Tethers and to make payments to our suppliers and other business partners. Such practice could expose us to substantial risks.

Currently, we use Pyvio, a payment platform to receive cash exchanged from Tethers and to make payments to our suppliers and other business partners. These platforms provide fiat currency distribution services to clients including us, including taking in, storing and safeguarding funds for clients, which are subsequently deposited by these payment platforms into local banks of these platforms, and distributing funds based on clients’ instructions. For ease of administration, we often make payments to our business partners, including suppliers, using funds stored with these payment platforms. Such practice could expose us to substantial risks to the security of our funds. Any technical failure, system downtime, or glitches in the systems of these payment platforms can lead to delays or disruptions in the disbursement processes, and any errors in the operational processes may result in erroneous transactions or even loss of our funds. Cybersecurity threats such as hacking, phishing, or other malicious activities can compromise the security of these platforms’ systems. Unauthorized access to sensitive client information or financial transactions can lead to financial losses and privacy breaches. Additionally, any non-compliance by these platforms with ever-evolving regulatory requirements related to the services they offer may subject us to regulatory and legal risks. Further, delays in transaction processing times, whether due to internal issues within these platforms or external factors, can impact our ability to access and distribute our funds on a timely basis, which can adversely and materially affect our business operations and payment plans. If any of the platforms we rely on faces financial instability or difficulty, there is an increased risk to the security of our funds. If any of these events occur, our business operations, reputation, financial position and results of operations could be negatively and adversely affected.

We may experience reputational harm if disruption in the cryptocurrency markets occurs.

We may face reputational harm if disruption in the cryptocurrency markets occurs. In addition to the business of cryptocurrency mining and sale of mining machines, our subsidiaries also launched mining pool services in September 2023, which currently supports the mining of KAS. As of December 31, 2024, the mineable assets at our mining pools included five types of cryptocurrencies, namely KAS, RXD, SDR, ALPH, and BGA. As of December 31, 2025, the mineable assets at our mining pools included KAS only. See “Item 4. Information on the Company—B. Business Overview — Mining Pools.” If customers of our mining pools lose confidence in our subsidiaries’ mining pool services or the cryptocurrency markets in general, our subsidiaries may not be able to attract enough customers to generate profit. Additionally, if disruption in the cryptocurrency markets occurs, regulators, including the SEC, may impose additional regulations and/or tighten control of cryptocurrency market participants. In such event, we may be required to comply with additional regulatory requirements, which can lead to increased compliance costs and adjustment of our subsidiaries’ current business activities.

Additionally, we used Binance.com as one of the primary exchanges through which we exchanged cryptocurrencies mined into Tethers for the fiscal year ended December 31, 2024 and through part of the fiscal year ended December 31, 2025. As of December 31, 2024, crypto assets (excluding crypto short-term investments) worth approximately US$2.15 million were stored with Binance.com, representing approximately 6.68% of our total crypto assets as of December 31, 2024. In addition, we held US$16.19 million in crypto short-term investments with Binance.com as of December 31, 2024. As of December 31, 2025 and the date of this annual report, we did not have any crypto assets stored, nor any crypto short-term investments held with, Binance.com. On June 5, 2023, the SEC charged Binance with operating its digital asset trading platform as an unregistered national securities exchange, broker and clearing agency, asserting that certain assets supported on each trading platform are securities. In November 2023, Binance.com pleaded guilty to the Department of Justice’s investigations into violations relating to the Bank Secrecy Act, failure to register as a money transmitting business and the International Emergency Economic Powers Act, and agreed to pay US$4.3 billion to settle with the Department of Justice and the Commodity Futures Trading Commission over illicit finance breaches. The chief executive officer of Binance.com. at the time pled guilty to failing to maintain an effective anti-money-laundering program in violation of the Bank Secrecy Act and agreed to step down as the chief executive officer of Binance.com. To the extent that we continue to use Binance.com as one of our primary exchanges or continue to store crypto assets with Binance.com, we may suffer reputational harm, and our relationships with our suppliers, business partners, and any future customers of our mining pool operations may be damaged as well. If Binance.com’s operations are influenced by recent SEC charges or any other proceedings it becomes subject to, our business operations may be negatively impacted.

If our policies and procedures surrounding the safeguarding of cryptocurrencies, conflicts of interest, or comingling of assets fail, we may be subject to risks of loss of assets and damaged reputation, which could negatively affect our business, financial position, and results of operations.

We have adopted the following policy to safeguard and store our crypto assets, which have been approved by our chief executive officer and executive chairman of the board of directors:

In order to protect our cryptocurrencies, we take a series of precautionary measures, including opening accounts on reputable and reliable exchanges, setting up complex passwords and changing passwords on a frequent basis, adopting two-factor authentication for log-in, avoiding the use of public Wi-Fi for account access, and staying informed of the latest cybersecurity threats. We also adopted a cash management policy on April 29, 2022, which sets forth the controls and procedures for cash outflows and cash transfers among entities within our organization. Additionally, we launched mining pool services in September 2023, and have adopted certain measures to protect the mining pools from disruption. For details, see “Item 4. Information on the Company—B. Business Overview — Mining Pools.” Even though we have adopted and plan to adopt policies and procedures to protect cryptocurrencies owned by us and mining pool participants, we cannot assure you that these measures will be effective. If these policies and procedures fail, we may be exposed to risks of loss of assets and experience damaged reputation, which could negatively affect our business, financial condition, and results of operations.

We are subject to the risks of maintaining a significant balance in Tethers.

We maintain a significant balance in Tethers given it is not practical to convert most of our Tether holdings into fiat currency in a timely manner. See “— If our policies and procedures surrounding the safeguarding of cryptocurrencies, conflicts of interest, or comingling of assets fail, we may be subject to risks of loss of assets and damaged reputation, which could negatively affect our business, financial position, and results of operations.” As such, we are subject to the risk that Tether breaks its U.S. dollar peg in response to market events. Tether has previously broken its U.S. dollar peg. For instance, in May 2022, the value of Tether dropped to $0.95 after the collapse of TerraUSD, a stable coin, and after the bankruptcy of FTX in November 2022, the value of Tether again temporarily dropped to $0.98. Any similar material negative market event may cause Tether to break its U.S. dollar peg again in the future. In such event, we may be subject to the risks of losing some or all of the value of the Tethers we own, and as a result, our financial position and results of operations may be materially and negatively impacted.

If USDT were to be deemed a “security” under the Securities Act, we might have liabilities arising out of a possible violation of Section 5 of the Securities Act in connection with our distributions of dividends to shareholders in the form of USDT coins and our compensation payments to certain service providers in USDT.

On January 13, 2024, the board of directors of Bgin Trading declared a dividend with an aggregate amount of US$17,005,000, payable in USDT coins to Bgin Rig, which has been paid to Bgin Rig in full. On January 14, 2024, the sole director of Bgin Rig declared a dividend with an aggregate amount of US$17,000,000, payable in USDT coins to the Company, which has been paid in full. On January 15, 2024, our board of directors declared a final dividend with an aggregate amount of US$5,000,000, payable in USDT coins to our shareholders of record as of December 31, 2023, to be paid on or before February 29, 2024. As of February 2024, all of the US$5,000,000 of the declared dividend had been paid. On March 12, 2024, our board of directors passed resolutions reclassifying the dividend as an interim dividend rather than a final dividend. On March 15, 2024, our shareholders unanimously passed written resolutions ratifying, approving and confirming in all respects the reclassification by the board of directors of the dividend as an interim dividend rather than a final dividend. On June 2, 2025, the board of directors of Bgin Trading declared a dividend with an aggregate amount of US$5,005,000, payable in USDT coins to Bgin Rig, which has been paid to Bgin Rig in full. On June 3, 2025, the sole director of Bgin Rig declared a dividend with an aggregate amount of US$5,000,000, payable in USDT coins to the Company, which has been paid to the Company in full. On June 6, 2025, our board of directors recommended a final dividend with an aggregate amount of US$5,000,000 be declared by ordinary resolution of the shareholders of the Company and that any such dividend declared by the shareholders of the Company be settled in cash. On June 21, 2025, our board of directors passed further resolutions updating the recommendation of June 6, 2025, to recommend that a final dividend with an aggregate amount of US$5,000,000 be declared by ordinary resolution of the shareholders of the Company and that any such dividend declared by the shareholders of the Company be settled in cash or by a distribution in specie of USDT coins, in each case at the sole discretion of the shareholder entitled to payment of the said final dividend. On June 21, 2025, our board of directors passed resolutions recommending that a final dividend with an aggregate amount of US$5,000,000 be declared by ordinary resolution of the shareholders of the Company, and that any such dividend declared by the shareholders of the Company be settled either in cash or by a distribution in specie of USDT coins, in each case at the sole discretion of the shareholder entitled to payment of the said final dividend, to our shareholders of record as of December 31, 2024. On June 23, 2025, our shareholders unanimously passed written resolutions declaring a final dividend with an aggregate amount of US$5,000,000 to be paid, at the election of each relevant shareholder, in either cash or by a distribution in specie of USDT coins. As of June 30, 2025, all US$5,000,000 of the declared final dividend had been paid to the shareholders, among which US$949,000 was paid in USDT coins.

In addition, certain PRC service providers who have entered into service or freelancer agreements with Bgin HK are compensated, in part, through direct transfers of USDT from Bgin HK’s cold wallet to the relevant individual. Such compensation may alternatively be settled in Renminbi by Bgin HK through a third-party payment institution, or in Hong Kong dollars paid directly to such individuals’ bank accounts in Hong Kong. To the extent that compensation is settled in USDT, such transfers may constitute a “sale” or “delivery” of a security within the meaning of Section 5 of the Securities Act if USDT were to be deemed a security thereunder. See “Item 3. Key Information—D. Risk Factors — Risks Related to Doing Business in Hong Kong and Mainland China — The compensation to the PRC service providers and procurement and service fees to our affiliated entity are and were paid through one or more of the following methods: (i) in Renminbi by Bgin HK through a third-party payment institution; (ii) in USDT transferred directly from Bgin HK’s cold wallet to the relevant individual; or (iii) in Hong Kong dollars by Bgin HK to such individuals’ bank accounts in Hong Kong. If the third-party payment institution providing service for us fails to hold the relevant licenses for cross-border payment business, we shall have to make arrangements with other qualified third-party payment institutions or otherwise make the cross-border payments through a bank.”

On April 4, 2025, the SEC’s Division of Corporation Finance issued guidance clarifying that certain “covered” U.S. dollar-backed stablecoins, including USDT, are not considered securities under existing federal law, based on the conditions that such stablecoins are “marketed solely for use in commerce, as a means of making payments, transmitting money, and/or storing value, and not as investments.” In the event that USDT fail to satisfy such conditions at a future time and it were to be deemed a “security” under the Securities Act in the future, we may have retroactive liabilities arising out of a possible violation of Section 5 of the Securities Act in connection with distributing unregistered USDT coins to shareholders from this dividend distribution, or in connection with compensating certain service providers in USDT, or incur similar liabilities under any similar dividend distributions or compensation arrangements in the future, including civil penalties or monetary fines, injunctions and cease-and-desist orders imposed by the SEC, disgorgement of any profits from distributing the USDT coins, and criminal penalties. Additionally, our reputation may be harmed and the trading price of our Class A ordinary shares might decline in value or become worthless in the event we are deemed to have liability, and our financial condition may be materially and adversely affected if we were required to make payments or face sanctions in connection with the potential claims described above.

We depend on banks insured by the FDIC to safeguard our cash deposits, and should one of our depository banks be put into receivership by the FDIC we could experience delays in accessing our cash deposits or lose our cash deposits that may exceed the FIDC insured amounts of $250,000.

Actual events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, transactional counterparties or other companies in the financial services industry or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, have in the past and may in the future lead to market-wide liquidity problems. Our ability to fund our operations depends on the safety and soundness of the banks that hold our cash deposits. If one of our depository banks experiences losses or a rapid loss of deposits, it may be put into receivership by the FDIC and its applicable banking regulatory authority. As of December 31, 2024 and 2025, we held 3.4% and 10.58% of our cash in the U.S., respectively. As of December 31, 2024 and 2025, the deposits held at some of the bank accounts in the U.S. exceeded the amount insured by the FDIC. As of the date of this annual report, we maintain our U.S. bank accounts with several commercial banks in the U.S. If any of these banks, or any other banks and financial institutions enter receivership or become insolvent in the future, our ability to access our existing cash, cash equivalents and investments may be threatened and could have a material adverse effect on our business and financial condition.

Banks may be reluctant to provide banking services, or may cut off banking services, to businesses that provide crypto asset-related services or that accept crypto assets as payment.

A number of businesses that provide crypto asset-related services have found it difficult to find banks that are willing to provide them with bank accounts and banking services. In some instances, banks have closed existing bank accounts of such businesses. In the future, banks may refuse to provide bank accounts and other banking services to crypto asset-related companies or companies that accept crypto assets, such as us, for a number of reasons, such as perceived compliance risks or costs. As our business continues to grow and the average value of crypto assets we carry on a daily basis continues to increase, if we are unable to secure bank accounts or banking services in the countries or jurisdictions in which we operate, it could have a material adverse effect on our business operations and results of operations.

Customers may submit cryptocurrencies, including USDT, as a form of payment through our designated payment platform, which creates substantial risks to us.

When placing orders for mining machines on our website, customers have the option to submit the payment electronically in U.S. dollars through wire transfer, or alternatively customers may choose to pay using crypto assets via our designated payment platform and a related party of ours, CoinPal. On CoinPal’s payment portal, our customers may submit payment using Bitcoins, USDT, and Ethereum. The total price of an order in any cryptocurrency will be calculated automatically by CoinPal based on real-time exchange rate information between USDT and the chosen cryptocurrency. We have been advised by CoinPal that they retrieve real-time exchange rate information from Binance.com. Our customers are responsible for any transfer costs associated with transferring crypto assets as payment. For each payment, we are charged processing fees of 0.8% of the total payment amount by CoinPal, and the remaining payment will be remitted to us by CoinPal in USDT based on the conversion rate at the time of purchase. We do not receive Bitcoins or Ethereum from CoinPal. Once CoinPal receives a customer’s payment, we are able to initiate a request to withdraw the available USDT to our wallet account. We have been advised by CoinPal that it stores the crypto assets received as payment for our mining machines in their own hot wallets or with Binance.com.

This practice could expose us to substantial risks. Even though USDT is regarded by industry participants as a “stable coin,” there is no guarantee that USDT will not break its U.S. dollar peg, which could lead to us receiving less value than expected for goods sold. Furthermore, transactions involving cryptocurrencies are irreversible, pseudonymous, and subject to cyber-attacks and fraud. We must implement robust security measures and continuously upgrade them to protect our crypto assets and customer information from theft and cyber-attacks. Also, the perception of accepting cryptocurrencies can vary among different stakeholders, including our customers, investors, and business partners. Any negative publicity or concerns about security and volatility from us accepting cryptocurrencies as a form of payment could affect our reputation.

We rely on CoinPal, a related-party payment platform, to facilitate the receipt of payments in the form of crypto assets from customers, which exposes us to operational, financial, and regulatory risks, including potential conflicts of interest.

We utilize CoinPal, a payment platform operated by a related party to receive payments in the form of crypto assets from our customers as part of our business operations. See “Item 4. Information on the Company—B. Business Overview — Sale of Mining Machines — Pricing and Sales Model — Submitting Payments through CoinPal” and “Item 7. Major Shareholders and Related Party Transactions — B. Related Party Transactions — Business transactions with CoinPal.” While we believe that using this platform offers certain operational efficiencies, this arrangement exposes us to a number of material risks.

As the platform is operated by a related party, the arrangement may give rise to potential conflicts of interest. Even though we believe that our business transactions with CoinPal were performed on an arm’s length basis, CoinPal’s practices may not always be subject to the same level of independent oversight and scrutiny as transactions with unrelated third parties. Additionally, in the event that CoinPal experiences technological failures, service interruptions, or security breaches, our ability to process transactions or receive customer payments in a timely and secure manner could be materially and adversely affected, which could have a material adverse effect on our business, financial condition, and results of operations. Further, if CoinPal experiences financial distress or becomes subject to insolvency proceedings, we may have limited recourse and could lose access to customer-submitted crypto assets or suffer delays in accessing funds. Such events could negatively impact our liquidity and our relationships with customers.

There can be no assurance that the above risks associated with this related-party arrangement will not materialize or that we will be able to mitigate them effectively. Any such risks could have a material adverse effect on our business, prospects, financial condition, and results of operations.

We have identified deficiencies in our risk management processes and policies in light of current cryptocurrency market conditions and plan to adopt changes to address these deficiencies. Nevertheless, if our risk management process and policies are still inadequate to protect our assets, we may experience material loss and our business, financial condition and results of operations may be adversely affected.

We have adopted the following policy to safeguard and store our crypto assets, which have been approved by our chief executive officer and executive chairman of the board of directors:

Despite the adoption of the internal policy described above, as of December 31, 2024, our inventory of cryptocurrencies had an aggregate value of approximately US$32.14 million, 10.73% of which was stored in hot wallets maintained with crypto exchanges and 89.27% was stored in our self-custodied cold wallets. As of December 31, 2025, our inventory of cryptocurrencies had an aggregate value of approximately US$22.45 million, 0.18% of which was stored in hot wallets maintained with crypto exchanges and 99.82% was stored in our self-custodied cold wallets. In addition, as of December 31, 2024, we held US$16.19 million in crypto short-term investments with Binance.com. As of December 31, 2025, we did not hold any crypto short-term investments with any exchanges. Storing cryptocurrencies in hot wallets present significant risks to us. For instance, hot wallets are constantly connected to the Internet, and are more vulnerable to hacking attempts. Cybercriminals can exploit security flaws in wallet software or phishing scams to gain unauthorized access to our hot wallets. Additionally, devices used to access hot wallets can be infected with malware or keyloggers, which could steal login credentials or private keys. If the private keys for any of our hot wallets are compromised, the assets within that wallet can be stolen, and recovery is impossible since blockchain transactions are irreversible. Furthermore, since our hot wallets are maintained with crypto exchanges, in the event that an exchange suffers a security breach, we may lose all the cryptocurrencies maintained with such exchange. Hot wallets are also more susceptible to phishing attacks.

We intend to continue monitoring the cryptocurrencies market and adopting changes to address deficiencies in our risk management processes and policies as we identify them. Nevertheless, if our risk management process and policies are inadequate to protect our assets, we may experience material loss and our business, financial condition, and results of operations may be adversely affected.

Disruptions in the cryptocurrency markets have caused and may continue to cause price declines and volatilities in cryptocurrencies.

Disruptions in the cryptocurrency markets have caused price declines and volatility in cryptocurrencies. Any market volatilities and disruptions may negatively impact our financial position and results of operations if the trading prices of those types of cryptocurrencies our subsidiaries mine materially decline.

Additionally, prices of cryptocurrencies are volatile in nature, including those of the cryptocurrencies we mine. We adjust our mining strategy primarily based on the overall rate of return. The rate of return for mining a particular type of cryptocurrency typically depends upon a few crucial factors, including its trading price, mining difficulty, and the hash rate it takes to mine a unit of such cryptocurrency. An increase in a cryptocurrency’s trading price attracts more miners, and leads to an increase in mining difficulty of such cryptocurrency. As the cryptocurrency market is volatile in nature, we monitor the trading prices of alternative cryptocurrencies on a constant basis, and adjust the mining ratios of different types of cryptocurrencies on a daily basis to maximize the overall rate of return. However, in the event that the prices of cryptocurrencies our subsidiaries mine decrease, we may not be able to achieve the optimal rate of return or any return at all, and our financial position and results of operations may suffer as a result.

We may face several risks due to disruptions in the crypto asset markets, including but not limited to, financing risk, risk of increased losses or impairments in our investments or other assets, loss of customer demand, risks of legal proceedings and government investigations, and risks from price declines or price volatility of crypto assets.

In the second half of 2022 and beginning of 2023, some well-known crypto asset market participants, including digital asset lenders Celsius Network LLC (“Celsius”), Voyager Digital Ltd. (“Voyager”), Three Arrows Capital (“Three Arrows”) and Genesis Global Holdco, LLC (“Genesis”) declared bankruptcy, resulting in a loss of confidence in participants of the digital asset ecosystem and negative publicity surrounding digital assets more broadly. In November 2022, FTX, the third largest digital asset exchange by volume at the time, halted customer withdrawals and shortly thereafter, FTX and its subsidiaries filed for bankruptcy.

In response to these events, the digital asset markets experienced extreme price volatility and several other entities in the digital asset industry have been, and may continue to be, negatively affected, further undermining confidence in the digital assets markets. If the liquidity of the digital assets markets is negatively impacted by events of this nature, digital asset prices (including the price of cryptocurrencies we mine) might experience significant volatility and confidence in the digital asset markets may be undermined.

Any failure or insolvency of any large crypto exchange may cause the price of crypto assets to fall and decrease confidence in the ecosystem, which could adversely affect an investment in us. Such market volatility has had a material and adverse effect on our results of operations and financial condition and we expect our results of operations to continue to be affected by the price of crypto assets, particularly the prices of those types of cryptocurrencies we mine. If we do not continue adjusting our short-term strategy to optimize our operating efficiency in the current dynamic market conditions, such market conditions could have a further negative result on our business, prospects or operations.

To date, we have financed our operations primarily through cash generated by our business activities. However, to the extent that we require external financing in support of our operations in the future, investor concerns over our business or the crypto asset markets in general could make it difficult for us to obtain adequate financing, at terms favorable to us or at all, and we may be compelled to finance with higher interest rates or costs, tighter financial and operating covenants, or stricter limitations on access to credit and liquidity sources. Any material decline in available funding or our ability to access our cash and cash equivalents could adversely impact our ability to meet our operating expenses or result in breaches of our contractual obligations, either of which could have material adverse impacts on our operations and liquidity.

We also generate revenue from offering mining pool services since September 2023 through the mining pools operated by our subsidiaries, and currently support the mining of KAS. As of December 31, 2024, the mineable assets at our mining pools included five types of cryptocurrencies, namely KAS, RXD, SDR, ALPH, and BGA. As of December 31, 2025, the mineable assets at our mining pools included KAS only. For details, see “Item 4. Information on the Company—B. Business Overview — Mining Pools.” Any perceived or actual lack of stability in the digital asset markets and the closure or temporary shutdown of digital asset exchanges due to business failure, hackers or malware, government-mandated regulation, or fraud, may reduce participants’ confidence in digital asset markets and result in greater volatility in the markets and values of cryptocurrencies. These events could result in a loss of customer demand for any products and/or services we may offer through our subsidiaries in the future.

From time to time, we become subject to legal proceedings or government investigations in the United States or in other jurisdictions, in the ordinary course of our business. See “Item 4. Information on the Company—B. Business Overview — Legal Proceedings.” The nature and complexity of our business could make us susceptible to various claims, both in legal proceedings and government investigations, due to the heightened regulatory scrutiny following disruptions in the crypto asset markets. Since cryptocurrency mining, and the digital asset industry in general, is a relatively new business sector involving higher financial risks, it is more likely subject to government investigation and regulatory determination. Any claims, regulatory proceedings or litigation that could arise in the course of our business could have a material adverse effect on our business, prospects or operations.

Additionally, we cannot assure you that the price of cryptocurrencies will not decline substantially in the future or will remain high enough for our operations to continue being profitable. Fluctuations in the price of cryptocurrencies have had in the past and are expected to continue materially affecting our business, financial position, and results of operations, and may adversely affect the trading price and market value of our Class A ordinary shares.

We are subject to regulatory risks with regard to mining, holding, using, or transferring cryptocurrencies, which could negatively affect our business, results of operations and financial position.

Our business is subject to governmental supervision and regulation across multiple jurisdictions. These governmental authorities are likely to continue enhancing their oversight of the cryptocurrency industry by issuing new laws, rules and regulations or modifying existing ones. Cryptocurrencies have in the past been, and may in the future, be used by market participants for black market transactions, to conduct fraud, money laundering, terrorism-funding, tax evasion, economic sanction evasion or other illegal activities. We cannot assure you that we will successfully detect all money laundering or other illegal activities which may adversely affect our reputation, business, financial condition and results of operations.

There is also no assurance that existing or future regulations on mining, holding, using, or transferring of cryptocurrencies would not result in an adverse effect on our business operations and results of operations. As cryptocurrency mining employs sophisticated and high energy-consuming computing devices, future developments in the regulation of energy consumption, including possible restrictions on energy usage in jurisdictions where our subsidiaries conduct mining activities, may affect our business operations. For instance, on September 15, 2021, ten PRC government authorities, including the People’s Bank of China, jointly issued the Notice on Further Preventing and Resolving the Risks of Virtual Currency Trading and Speculation (the “Notice”). The Notice reinforced the concept that cryptocurrency is illegal and provides that all related services, such as offering trades, exchanging between legal tender and cryptocurrency or between different cryptocurrencies, or providing information, intermediary and pricing services for cryptocurrency transactions, are all deemed illegal financial activities. On February 6, 2026, the People’s Bank of China (“PBOC”) and seven other PRC regulatory agencies jointly issued the Notice on Further Preventing and Handling the Risks Concerning Speculation in Virtual Currency Trading and Other Matters (the “Further Notice”), which repealed the Notice. The Further Notice continues to rectify virtual currency “mining” activities and provides that the National Development and Reform Commission, in collaboration with relevant authorities, shall strictly control and continue to advance the rectification of such activities. Furthermore, without the prior approval of the relevant authorities in accordance with applicable laws and regulations, PRC domestic entities and their controlled overseas entities are prohibited from issuing virtual currency offshore. As of the date of this annual report, we have not engaged in any activities or transactions in the PRC which are strictly prohibited by the Notice and the Further Notice. Nevertheless, if the PRC government adopts further laws and regulations prohibiting or restricting business activities involving cryptocurrency mining in the future, our business operations, financial condition and results of operations may be materially and adversely affected.

We are subject to regulatory risks with respect to the international shipping of our mining machines, including those associated with investigations by U.S. Customs and Border Protection and the Federal Communications Commission, which could result in disruptions to our operations, penalties, financial losses, or reputational damage.

Our mining machines are subject to various regulatory requirements when shipped internationally, including compliance with FCC regulations and U.S. Customs requirements. The international shipping of our mining machines may be subject to detention, inspection, or other regulatory actions by customs authorities or other governmental agencies in the jurisdictions to which we ship our products. Such actions could result from questions regarding regulatory compliance, product classification, or other matters related to importation.

Any detention, delay, or seizure of our mining machine shipments by customs or regulatory authorities could disrupt our supply chain, delay the deployment of machines for our operations or delivery to customers, and result in additional costs, including storage fees, re-export expenses, legal fees, or potential penalties. Such disruptions could also strain our relationships with customers and hosting facility operators who depend on timely delivery of equipment.

Regulatory compliance risks in connection with the international shipping of our mining machines, including those related to FCC standards, customs classifications, and import regulations, may pose ongoing challenges to our operations. Any failure to address these risks promptly and effectively could have a material adverse effect on our business, financial condition, and results of operations.

Erosion or loss of user confidence in cryptocurrencies could adversely impact our business, results of operations and financial condition.

Cryptocurrencies are open source and not related to or backed by any sovereign or business entities and are usually not anchored to or pegged to any standard currency, commodity, or rate. The value of cryptocurrencies is greatly dependent on user confidence. Diverging beliefs in the concept of decentralization and negative publicity of cryptocurrencies may erode user confidence in cryptocurrencies and significantly reduce the market prices of cryptocurrencies.

Additionally, the confirmation process and trust in the cryptocurrency network could also be undermined by any centralization of such cryptocurrency. A key reason that cryptocurrencies have attracted many new and committed users in a short period of time is its decentralized nature, or the lack of control by a central authority. Individuals, companies or groups that control vast amounts of computing power of any given cryptocurrency can affect the market price of such cryptocurrency. Moreover, if a malicious actor obtains control of 50% of the aggregate hash rate active on a cryptocurrency’s network, it could prevent new transactions from being confirmed, turn off hashing power as a coercive tactic and possibly reverse transactions that were previously completed, despite the intended decentralized structure. Such concerns or skepticism about the decentralized nature of cryptocurrencies may cause current participants to lose confidence in the cryptocurrency industry. This in turn could adversely affect our business and results of operations as we derive a substantial majority of our revenue from mining cryptocurrencies and selling those we mine.

Producing new mining machines and obtaining components for such production has historically been capital intensive, and is likely to continue to be very capital intensive, which may have a material and adverse effect on our business and results of operations.

The success and profitability of the mining operations conducted by our subsidiaries depends largely on the costs, including costs of mining machines and electricity, associated with our subsidiaries’ mining activities. We can be profitable only if such costs are lower than the prices of the cryptocurrencies our subsidiaries mine when they sell such cryptocurrencies.

Although the adoption of certain measures, including our subsidiaries’ proprietary mining machine management software, which permits our subsidiaries to turn each mining machine on or off and monitor certain crucial data of these machines in real time, and the equipping of our subsidiaries’ mining machines with high-efficiency cooling systems, which can dissipate heat efficiently and may help maintain the normal functions of our subsidiaries’ mining machines for a longer period of time, all of the mining machines deployed by our subsidiaries will degrade due to ordinary wear and tear from usage. Based on historical data, we estimate that our subsidiaries’ ASIC mining machines can function normally for an average of two years, and our subsidiaries’ FPGA mining machines can function normally for an average of three years. Additionally, all of these machines will eventually become obsolete. Our subsidiaries’ mining machines may also face malfunctions due to unforeseen factors. Over time, our subsidiaries will replace mining machines which are no longer functional with new mining machines our subsidiaries manufacture. Additionally, as technology evolves, our subsidiaries are required to continue investing in developing newer models of mining machines to remain competitive in the market. This replacement process requires substantial capital investment, and we may face challenges in doing so on a timely and cost-effective basis based on our ability to develop new mining machines with greater processing power and our access to adequate capital resources. If we are unable to obtain adequate numbers of new and replacement mining machines at scale, we may be unable to remain competitive in our highly competitive and evolving industry. If this happens, we may not be able to mine cryptocurrencies through our subsidiaries as efficiently or in similar amounts as our competitors and, as a result, our business and financial results could suffer. This could, in turn, materially and adversely affect the trading price of our securities and our investors could lose part or all of their investment.

We depend on a few customers for a significant portion of our revenues and the loss of any such customers could adversely affect our business, financial condition, results of operations and cash flows.

Since April 2023, through our subsidiaries, we have sold our self-designed mining machines to third party customers. For the fiscal year ended December 31, 2023, we generated a total of approximately $219.78 million in revenue from selling mining machines, representing approximately 85.43% of our total revenue for that fiscal year. Two customers’ purchases each contributed more than 10% of our total revenue for the fiscal year ended December 31, 2023, representing approximately 17.38% and 13.3% of our total revenue, respectively. The largest customer is based in Vietnam, and the second largest customer is based in Hong Kong. For the fiscal year ended December 31, 2024, we generated a total of approximately $192.16 million in revenue from selling mining machines, representing approximately 63.57% of our total revenue of that fiscal year. For the fiscal year ended December 31, 2024, no customer contributed more than 10% of our total revenue. For the fiscal year ended December 31, 2025, we generated a total of approximately $15.25 million in revenue from selling mining machines, representing approximately 22.63% of our total revenue of that fiscal year. During the fiscal year ended December 31, 2025, one customer accounted for more than 10% of the Company’s total revenue, representing 15.92% of the Company’s total revenue.

Any fluctuation or decline in business with our major customers could have an adverse impact on our business, financial condition and results of operations. Our dependence on a small number of major customers may expose us to additional risks. For instance, a slowdown, delay or reduction in a customer’s orders could result in excess inventories or unexpected fluctuations in our operating results and liquidity. Our major customers may have significant purchasing leverage over us to require changes in sales terms including pricing, payment terms and product delivery schedules, which could adversely affect our business, financial condition, results of operations and cash flows. If one of our major customers delays payment or is unable to make payments, that could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Our subsidiaries source a substantial portion of the components for their mining machines from a major supplier and, historically, have depended on one manufacturer for their miners, making them vulnerable to supply disruption and price fluctuation.

In 2025, our subsidiaries sourced components, including chips, PCBs, other electronic components, and structure components, from external suppliers. For the fiscal year ended December 31, 2023, one supplier contributed over 10% of our total purchases during the period, representing approximately 22.32% of our total purchases. For the fiscal year ended December 31, 2024, one supplier contributed over 10% of our total purchases during the period, representing approximately 61.5% of our total purchases. For the fiscal year ended December 31, 2025, two suppliers each contributed over 10% of our total purchases during the period, representing approximately 49.54% and 10.04%, respectively, or approximately 59.58% in the aggregate, of our total purchases. Even though we believe our subsidiaries will be able to locate suppliers who will be able to deliver quality components at reasonable costs should the business relationship with the major supplier terminates, in the event that they are unsuccessful or experience delays in finding a suitable alternative supplier, it could result in component delivery problems and delays and reduced control over the pricing and quality of those components our subsidiaries source. Though in some cases, we may prefer to have multiple sources to procure certain key items used in our operations, in some cases it is not practical or feasible to do so, particularly in our industry.

If our subsidiaries lose one or more of the large suppliers, our subsidiaries may suffer a disruption in the supply of components if they are unable to acquire them from an alternate supplier on a timely basis on reasonable commercial terms or at all for any reason. Any supply disruption, including delay in delivery by our suppliers, increased demand in their products causing them to delay production or delivery to our subsidiaries, or the bankruptcy or shutdown of these suppliers, could prevent our subsidiaries from competing with other cryptocurrency mining companies, or could force our subsidiaries to purchase supplies from parties other than those with which our subsidiaries presently have business relationships, which may charge our subsidiaries more, and all of which may materially and adversely affect our business and results of operations. Furthermore, as we do not maintain an inventory of machines for our machine selling business, and only place orders with third-party production partners after an order is received, any supply disruption could also lead to a delay in delivery or potentially a breach of our sales agreements with customers, which could lead to loss of customers, substantial litigation, and material damage to our brand and reputation. See also “Item 4. Information on the Company—B. Business Overview — Sale of Mining Machines.”

Additionally, we rely on five partner manufacturers located in Malaysia, Singapore and China to assemble our mining machines. If our business relationship with either partner manufacturer were to terminate or deteriorate, whether due to contractual disputes, operational disruptions, regulatory restrictions, geopolitical tensions, or other unforeseen events, we may face significant difficulties in securing alternative partner manufacturers that can match the same standards of quality, production speed, and cost-efficiency. Any inability to replace these manufacturers in a timely manner, or at all, could result in production delays, increased production costs, lower product quality, and an inability to meet customer demand, all of which could materially and adversely affect our business, financial condition, and results of operations.

We rely on a steady and inexpensive power supply for operating mining farms and running mining machines. Failure to access large quantities of power at reasonable costs could significantly increase our expense related to certain businesses and adversely affect our business and results of operations.

Cryptocurrency mining consumes a significant amount of energy to process the computations and cool down the mining hardware. Therefore, a steady and inexpensive power supply is critical to cryptocurrency mining. To lower mining costs, our subsidiaries currently operate their mining machines in the State of Nebraska in the U.S., where energy is less expensive. There can be no assurance that our operations will not be affected by power shortages or increase in energy prices in the future. In particular, the power supply could be disrupted by natural disasters, such as floods, mudslides and earthquakes, or other similar events beyond our control. Power shortages, power outages or increased power prices could negatively impact the normal operation of our mining farms and reduce the expected economic returns from our mining operations. Under such circumstances, our business, results of operations and financial condition could be materially and adversely affected.

Shortages in, or rises in the prices of, the components for our subsidiaries’ mining machines may adversely affect our business, financial condition, and results of operations.

Given the long production period to manufacture, assemble, and deliver certain components, problems could arise in the production process that could seriously interrupt our operations, including the possibility of defective parts, an increase in input costs, delays in delivery schedules, and shortages of machine components. The components our subsidiaries use for the production of mining machines used for operations and to be sold include chips, PCBs, other electronic components, and structure components. The production of mining machines depends on obtaining adequate supplies of these machine components on a timely basis and at competitive prices. Our subsidiaries do not maintain inventories of these components, and rather, our subsidiaries purchase such components on an as-needed basis from various third-party suppliers that satisfy our quality standards and meet our production requirements.

Shortages of machine components could result in reduced production and delays in production, as well as increases in production costs, which may negatively affect our subsidiaries’ abilities to conduct their mining operations according to their plans or to timely fulfill customer orders or at all. Machine components shortages may also increase our costs of operations because we may be required to pay higher prices for these machine components in short supply, or redesign or reconfigure products to accommodate for substitute components. As a result, our subsidiaries’ business and our results of operations could be materially and adversely affected.

The quality of our subsidiaries’ mining machines relies on third-party production partners that we maintain business relationships with. Any failure by such third-party production partners to manufacture mining machines with high quality could materially and adversely affect our business, financial condition and results of operations.

Our subsidiaries rely on third-party production partners to manufacture mining machines for them and conduct quality control testing and, as such, the quality of our subsidiaries’ mining machines and our business operations may be affected by actions taken by the third-party production partners that are outside of our control. Despite the measures our subsidiaries have taken to ensure the quality of mining machines, to the extent that any of the production partners is unable to maintain its production facilities’ efficiency or deliver quality mining machines in a timely manner, we may not be able to carry out our mining operations as planned and our business, financial condition, and results of operations may be materially and adversely affected. While we have not experienced such incidents in the fiscal years ended December 31, 2023, 2024 and 2025, we cannot assure you that they will not occur in the future. If we are unable to effectively address these risks, our business operations and financial performance may be materially and adversely affected.

Our subsidiaries rely upon a single chip foundry for the manufacturing of our proprietary ASIC chips. Any failure by us to procure a sufficient number of chips from this chip foundry or shift to another chip foundry may adversely affect our business operations.

Even though we developed our proprietary ASIC chips through our subsidiaries’ in-house research and development team, the production of the ASIC chips is completed by a single third-party chip foundry. It is important for us to maintain a stable relationship with this chip foundry to ensure an adequate supply of ASIC chips, both to satisfy the needs for our subsidiaries’ daily operations and to meet customer demand for mining machines.

We cannot guarantee that this chip foundry will be able to meet our manufacturing requirements at all times. If it is unable to provide quality ASIC chips to our subsidiaries in a consistent manner, the quality of our subsidiaries’ mining machines can suffer, and our subsidiaries’ mining operations, their relationships with customers, and our reputation may be materially and adversely affected. If the chip foundry raises its prices or is unable to provide our subsidiaries the requested products for any reason, or if our business relationship with this chip foundry deteriorates, we may not be able to obtain the required ASIC chips and would have to seek alternatives, which may not be available immediately on commercially reasonable terms, or at all. In such event, our business and results of operations may be materially and adversely affected.

Our subsidiaries do not maintain long-term contracts with most of their suppliers. If our subsidiaries are unable to source from their current suppliers and unable to find acceptable substitutes at reasonable costs or at all, our production costs may increase and our business and results of operations may be materially and adversely affected.

We source the components for mining machines from third party suppliers. Our subsidiaries do not maintain long-term contracts with most of their suppliers. In the fiscal years ended December 31, 2023, 2024 and 2025, our subsidiaries had a total of 67, 124 and 125 suppliers, respectively, for sourcing the components required for producing the machines both used in our own operations and to be sold to customers. We intend to rely upon our subsidiaries exclusively for the sourcing of machine components in the future. If our subsidiaries lose any of these major suppliers and are unable to find acceptable substitutes at reasonable costs or at all, our production costs may increase, and our production process may be delayed or suspended. In such event, our business and results of operations may be materially and adversely affected.

Our subsidiaries’ mining operations, including the mining farms and hosting facilities in which our subsidiaries’ mining machines are operated, may experience damages, and any resulting damages are not covered by insurance.

Our subsidiaries’ current mining operations are, and any future mining operations our subsidiaries establish, will be, subject to a variety of risks relating to such mining operations’ physical condition, including, but not limited to:

For example, the mining farms and hosting facilities where our subsidiaries’ mining machines are located could be rendered temporarily or permanently inoperable as a result of a fire or other natural disaster or by a terrorist or other attack on such mining farms and hosting facilities. The security and other measures our subsidiaries take to protect against these risks may not be sufficient. Additionally, the mining farms and hosting facilities where our subsidiaries’ mining machines are located could be materially adversely affected by a power outage or loss of access to the electrical grid or loss by the grid of cost-effective sources of electrical power generating capacity. Our subsidiaries currently do not maintain any commercial insurance and, as such, they may suffer substantial losses as a result of any of these events. In the event of an uninsured loss, including a loss in excess of insured limits, at any of the mining farms and hosting facilities where our subsidiaries’ mining machines are located, our subsidiaries may not be able to remediate that loss in a timely manner or at all and we may lose some or all of the future revenues anticipated to be derived from such mining farms and hosting facilities.

We face risks related to disputes with hosting service providers, which could result in operational disruptions, financial losses, and adverse effects on our business.

We rely on third-party hosting service providers to operate a portion of our mining machines. These arrangements are governed by hosting services agreements that typically set forth the parties’ respective obligations regarding machine operation, maintenance, power supply, hash rate performance, payment terms, and return of equipment upon termination. Hosting service providers may terminate such agreements for various reasons, including alleged non-payment, breach of contract, or other disputes. In the event of termination, whether initiated by us or by the hosting provider, disagreements may arise regarding the parties’ respective performance under the agreement, outstanding payment obligations, the condition of the mining machines, and the timing and manner of return of our equipment.

Disputes with hosting service providers may involve conflicting interpretations of contractual obligations, allegations of breach by one or both parties, and disagreements over financial obligations or performance standards. Such disputes may result in threats of legal action, actual litigation, or other adversarial proceedings. During the pendency of any such dispute, our ability to access, retrieve, or redeploy our mining machines may be significantly impaired or delayed.

In certain circumstances, third parties with interests in the hosting facility, such as landlords or creditors of the hosting service provider, may assert claims to, or take possession of, our mining machines without our authorization. Such third parties may operate our equipment for their own benefit, refuse to return the equipment to us, or assert liens or other security interests in the equipment based on debts or obligations owed to them by the hosting service provider. These actions could result in loss of mining revenue, damage to or loss of our equipment, and the need to pursue legal remedies to recover our assets.

Resolving disputes with hosting service providers or third parties claiming interests in our equipment may require us to initiate legal proceedings, including actions for replevin, breach of contract, conversion, or other claims. Such litigation can be costly, time-consuming, and uncertain in outcome. We may incur substantial legal fees, court costs, and other expenses in pursuing our rights, and there can be no assurance that we will prevail in any such proceedings or recover our equipment or damages in a timely manner or at all.

Disputes with hosting service providers may be resolved through settlement agreements, arbitration, mediation, or continued litigation. Settlement outcomes may involve compromises regarding financial obligations, return of equipment, releases of claims, and confidentiality provisions. Even where disputes are resolved and equipment is returned, we may experience significant operational disruptions, loss of mining revenue during the dispute period, potential damage to equipment, and reputational harm. The time and resources required to resolve such disputes and redeploy recovered equipment can materially impact our operations and financial performance.

As of December 31, 2025, out of the total 74,743 machines that we owned, 5,237, or approximately 7.0%, were located at a mining facility managed by a third party. As of the date of this annual report, these machines are in the process of being dismounted and undergoing an orderly unwind. We are subject to substantial risks associated with our reliance on third-party hosting service providers, including the potential for operational disruptions, contractual disputes, unauthorized interference by third parties with interests in hosting facilities, delays or inability to retrieve our assets in the event of disputes, and the costs and uncertainties associated with legal proceedings to protect our rights. To the extent that we utilize third-party hosting facilities in the future, all of the foregoing risks would continue to apply.

The proper functioning of our subsidiaries’ technology infrastructure is essential to our subsidiaries’ business, and any failure to maintain the satisfactory performance, security and integrity of our subsidiaries’ technology infrastructure would materially and adversely impair our subsidiaries’ ability to conduct business operations and affect our financial condition and results of operations.

The proper functioning of our subsidiaries’ technology infrastructure is essential to the conduct of our subsidiaries’ business. For instance, the functioning of our subsidiaries’ mining network is potentially vulnerable to damage or interruption as a result of earthquakes, floods, fires, extreme temperatures, power loss, telecommunications failures, technical error, computer viruses, hacking and similar events. Additionally, our subsidiaries may encounter problems when upgrading their systems and undetected programming errors could adversely affect the performance of the technologies used by our subsidiaries. If the normal functioning of such technologies experience frequent or persistent disruptions, our business operations may be interrupted, which may result in a material adverse impact on our business, financial condition and results of operations.

Our subsidiaries may fail to anticipate or adapt to technological innovations in a timely manner, or at all.

The cryptocurrency market is undergoing rapid technological innovations. Failure to anticipate or adapt to such innovations in a timely manner, or at all, may result in our subsidiaries’ mining machines becoming obsolete at sudden and unpredictable intervals. To maintain our competitiveness, through our subsidiaries, we have actively invested in research and development. See “Item 4. Information on the Company—B. Business Overview — Research and Development.” The process of research and development is inherently complex and involves significant uncertainties. There are a number of risks involved in the process, including failure to translate development plans into commercially feasible mining machines, lack of adequate funding and resources necessary for continuous investments in research and development, or chances that our subsidiaries’ mining machines may become obsolete due to rapid advancements in technology, especially new product launches and changes in consumer preferences, and lack of protection of our subsidiaries’ newly developed technologies as proprietary intellectual property rights. If our subsidiaries are not able to develop and deploy mining machines that are able to profitably mine cryptocurrencies, we may not be able to compete effectively in the market through our subsidiaries and our business and results of operations could be materially and adversely affected.

Any delays in the timely completion of the construction of our subsidiaries’ mining farms and commencement of their commercial operations could negatively affect our business operations.

We operate two mining farms through our subsidiaries in Nebraska, generating power consumption of approximately 22MW. We previously had a portion of our mining machines hosted by a third-party hosting service provider in the State of Ohio, currently subject to an orderly unwind. As we grow our business, we may construct additional mining farms from time to time. We remain in a proactive process of expanding our mining farm network through constructing, leasing or acquiring additional farms. In pursuing this expansion, we prioritize strategic cost-efficiency over a singular focus on aggregate scale. Our evaluation of cost-efficiency is centered on a rigorous cost-control discipline, specifically targeting the optimization of low electricity rates in combination with a scalable, technology-driven low operating expense structure. We recognize, however, that current market conditions may limit our ability to scale significantly in the near term. Recent volatility in cryptocurrency prices, rising power rates, and the impact of global trade disruptions have affected the industry at large. We cannot give assurances that our expansion plans will be completed as scheduled, without cost overrun or at all. Even if the construction of a mining farm is completed on a timely basis, we cannot give assurances that the full commercial operations will begin as we expected. In addition, we may not be able to attract a sufficient number of skilled workers to meet the needs of these mining farms. If our subsidiaries experience delays in construction, leasing, acquisition of mining farms or delays in the commencement of full commercial operations, supply chain disruptions, increased costs of component parts, increased costs or lack of skilled labor, or if other unforeseen events occur, our business, financial condition and results of operations could be adversely impacted. Operating results could also be unfavorably impacted by start-up costs until production at a new mining farm achieves scale. Cost overruns associated with constructing, acquiring or leasing mining farms could require us to raise additional funds.

We are subject to environmental, health and safety laws and regulations that may expose us to significant liabilities for penalties, damages or costs of remediation or compliance.

Our subsidiaries’ operations and properties are subject to laws and regulations governing occupational health and safety, and a variety of environmental protection requirements in the countries and municipalities in which we operate. These laws and regulations may impose numerous obligations that are applicable to our operations, including acquisition of a permit or other approval before conducting construction or regulated activities; limitation or prohibition of construction and operating activities in environmentally sensitive areas; imposing specific health and safety standards addressing worker protection; and imposition of significant liabilities for pollution resulting from our operations, including investigation, remedial and clean-up costs. Failure to comply with these requirements may expose us to fines, penalties and/or interruptions in our operations that could have a material adverse effect on our financial position, results of operations and cash flows. Certain environmental laws may impose strict, joint and several liability for costs required to clean up and restore sites where hazardous substances have been disposed of or otherwise released into the environment, even under circumstances where the hazardous substances were released by prior owners or operators or the activities conducted and from which a release emanated complied with applicable law.

The trend in environmental regulation has been to place more restrictions and limitations on activities that may be perceived to impact the environment, and thus there can be no assurance as to the amount or timing of future expenditures for environmental regulation compliance or remediation. New or revised regulations that result in increased compliance costs or additional operating restrictions could have a material adverse effect on our financial position, results of operations and cash flows.

Our subsidiaries’ mining business is subject to local government regulation.

We and our subsidiaries are subject to extensive and varied government regulations, including those relating to public health, safety and zoning codes. Our subsidiaries operate in accordance with standards and procedures designed to comply with applicable codes and regulations. However, any failure to obtain or retain any required permits and/or licenses could adversely affect our subsidiaries’ operations. Although our subsidiaries have not experienced, and do not anticipate experiencing any significant difficulties, delays or failures in obtaining required licenses, permits or approvals, any such problem could delay or prevent our subsidiaries from mining at their current mining farms or hosting facilities or further expanding their operations.

Some of our subsidiaries conducted business in certain states without first obtaining certificates of authority. These entities may face adverse consequences for their business activities conducted prior to obtaining such certificates.

As of the date of this annual report, our mining farm operations in the U.S. are conducted in the State of Nebraska, through our subsidiaries, (i) Bgin HK, a company formed in Hong Kong, (ii) Bgin Management and Bgin Infrastructure US, companies formed in the State of Delaware, and (iii) Bgin Mining, a company formed in the State of Nebraska. Through Bgin Infrastructure US, we also previously had a portion of our mining machines hosted by a third-party hosting service provider in the State of Ohio, currently subject to an orderly unwind. From October 2022 to April 2023, through Bgin HK, we also conducted operations in the State of West Virginia. From August 2024 to December 2024, through Bgin Infrastructure US, we conducted operations in the State of Pennsylvania and from October 2024 to January 2025 in the State of North Dakota.

As of October 2024, Bgin Infrastructure US has begun conducting business in the State of Massachusetts, not in the form of mining farm operations, but as the employer of a Massachusetts based staff member. As of January 2025, Bgin Management has begun conducting business in the State of Arizona, not in the form of mining farm operations, but as the employer of an Arizona based staff members. In addition, as of August 2025, Bgin Management has begun conducting business in the State of California, not in the form of mining farm operations, but as the employer of a California based staff member.

Furthermore, in July 2025 we incorporated a new subsidiary, Bgin Construction, in the State of Delaware. Bgin Construction obtained a certificate of authority to conduct business in the State of Nebraska in August 2025.

Bgin Infrastructure US obtained a certificate of authority to conduct business in the State of Nebraska in June 2022. Also, Bgin Infrastructure US obtained certificates of authority to conduct business in the State of Texas in December 2024, and in the States of Iowa, Ohio, Pennsylvania, West Virginia, Massachusetts and North Dakota in January 2025.

Bgin Management obtained certificates of authority to conduct business in the States of Nebraska and West Virginia in August 2022 and December 8, 2022, respectively, and Bgin HK obtained certificates of authority to conduct business in the States of Nebraska and West Virginia in February 2023. Also, Bgin Management obtained certificates of authority to conduct business in the State of Texas in December 2024, in the States of Iowa, North Dakota and Ohio in January 2025, as well as in the States of Arizona and California in August 2025.

We may face adverse consequences for any business activities conducted by these entities prior to obtaining certificates of authority. For example, a company may be liable for a civil penalty of up to $10,000 each year it transacts business in Nebraska without a certificate of authority, and a company may be liable for all taxes and fees for the period it has transacted business in the State of West Virginia without a certificate of authority in an amount equal to all taxes and fees which would have been imposed had the certificate been duly obtained, plus all penalties for failure to pay such taxes and fees.

The cryptocurrencies stored by our subsidiaries may be subject to accidental or unauthorized loss or theft or otherwise may be access restricted.

There is a risk that some or all of our subsidiaries’ cryptocurrencies could be lost or stolen. Cryptocurrencies are stored in cryptocurrency sites commonly referred to as “wallets” by holders of cryptocurrencies which may be accessed to exchange a holder’s cryptocurrencies. Access to our subsidiaries’ cryptocurrencies could also be restricted or otherwise compromised by cybercrime (such as a denial-of-service attack) against a service at which we maintain a hosted hot wallet. A hot wallet refers to any cryptocurrency wallet that is connected to the Internet. Generally, hot wallets are easier to set up and access as compared to wallets in cold storage, but they are also more susceptible to hackers and other technical vulnerabilities. Cold storage or cold wallets refers to any cryptocurrency wallet that is not connected to the Internet. Cold storage is generally more secure than hot storage, but is not ideal for quick or regular transactions. We store our cryptocurrency holdings on both hot wallets and cold wallets. As of December 31, 2025, 0.18% of our crypto assets were stored in hot wallets maintained with crypto exchanges and the remaining 99.82% of the crypto assets were stored in self-custodied cold wallets.

Hackers or malicious actors may launch attacks to steal, compromise or gain access to our cryptocurrency assets, such as by attacking the cryptocurrency network source code, exchange miners, third-party platforms, cold and hot storage locations or software, or by other means. We may be in control and possession of one of the more substantial holdings of cryptocurrency. As we increase in size, we may become a more appealing target for hackers, malware, cyber-attacks or other security threats. Any of these events may adversely affect our operations and, consequently, our investments and profitability. The loss or destruction of a private key required to access one or more of our digital wallets may be irreversible and we may be denied access for all time to our cryptocurrency holdings associated with that wallet. While we would be able to set up a new wallet to hold cryptocurrencies mined in the future, such a loss in holdings could adversely affect our investments and assets.

In addition, as with any computer code generally, flaws in cryptocurrency codes may be exposed by malicious actors. Several errors and defects have been found in various cryptocurrency codes, including those that disabled some functionality for users and exposed their information. Exploitations of flaws in the source code that allow malicious actors to take or create cryptocurrency have previously occurred. Despite our efforts and processes to prevent such defects and breaches, our subsidiaries’ devices, as well as their mining machines, computer systems and those of third parties that they use in operations, are vulnerable to cyber security risks, including cyber-attacks such as viruses and worms, phishing attacks, denial-of-service attacks, physical or electronic break-ins, employee theft or misuse and similar disruptions from unauthorized tampering with our mining machines and computer systems or those of third parties that our subsidiaries use in their operations. Such events could have a material adverse effect on our business, prospects or operations and potentially the value of any cryptocurrencies our subsidiaries mine or otherwise acquire or hold for their own account now or in the future.

Moreover, our subsidiaries’ cryptocurrencies may be access restricted based on the inaccessibility or compromise of digital wallets. Cryptocurrencies are controllable only by the possessor of both the unique public and private keys relating to the local or online digital wallet in which they are held, which wallet’s public key or address is reflected in the network’s public blockchain. We will publish the public key relating to digital wallets in use when we verify the receipt of transfers and disseminate such information into the network, but we will need to safeguard the private keys relating to such digital wallets. As part of our custody policies, we store cryptocurrencies in our self-custodied cold wallets located in Hong Kong. Each wallet is assigned to and safeguarded by one of three authorized individuals, each of whom holds the private keys to their respective wallet. Only the individual with cold wallet access has the authority to release proceeds from our self-custodied cold wallets. This practice may present significant risks in the event that the private keys are lost. To the extent such private keys are lost, destroyed or otherwise compromised, we will be unable to access our subsidiaries’ cryptocurrencies and such private keys may not be capable of being restored by any network. Any loss of private keys relating to digital wallets used to store our cryptocurrencies could have a material adverse effect on our ability to operate our business or to pursue our new strategy at all, which could have a material adverse effect on our existing and prospective business, operations, or the value of any cryptocurrencies our subsidiaries mine or otherwise acquire or hold.

We evaluate custody risk and have established processes to manage wallets that are associated with the holdings of our subsidiaries’ cryptocurrencies. There can be no assurances that any processes we have adopted or will adopt in the future are or will be secure or effective, and we would suffer significant and immediate adverse effects if we suffered a loss of our subsidiaries’ cryptocurrencies due to an adverse software or cybersecurity event.

We periodically evaluate third-party custodial wallet alternatives, but there can be no assurance we will utilize such services or any other new options may develop in the future, and if a custodial wallet is used there can be no assurance that such services will be more secure than those presently employed by our subsidiaries. Human error and the constantly evolving state of cybercrime and hacking techniques may render present security protocols and procedures ineffective in ways which we cannot predict.

We operate mining pools. Any cyber-attacks or other occurrences that negatively impact the operations of the mining pools may result in a materially negative impact on our business, financial position, and results of operations.

Through our subsidiaries, we launched mining pool services in September 2023, which currently support the mining of KAS. Should the operating system of our mining pools suffer downtime due to a cyber-attack, software malfunction or other similar issues, it will negatively impact the ability of our mining pools to function normally and the ability of mining pool participants to mine and receive revenue. Furthermore, as a mining pool operator, we are responsible for maintaining the accuracy of record keeping to accurately record the total processing power provided to the pools for a given cryptocurrency mining application in order to assess the proportion of that total processing power each participant provides. In the event that our record keeping function is inaccurate and we pay out incorrect amounts of reward to pool participants, we may be required to compensate pool participants for the difference in reward, and experience reputational damage, all of which could have an adverse effect on our business and operations and make our mining pools less attractive to miners.

In addition, as a common practice in the industry, we temporarily hold the mining rewards of the pools in designated hot wallets until they are distributed to mining pool participants. During this time, cryptocurrencies held by us may be subject to risk of loss due to theft or loss of private keys, among other things, and distributions of such cryptocurrencies from us to other wallets may be intercepted by malicious actors. If we experience a cyberattack, software malfunction or other similar issue, or discover a shortfall in the cryptocurrencies held by the pool, we may be subject to complaints, litigations, compensation requirements and reputational damage, and our business, financial condition, and results of operations may be materially and adversely suffered as a result.

Our success in selling mining machines depends largely on external factors in the crypto mining industry.

Customers who purchase our subsidiaries’ self-designed mining machines are crypto asset miners. The crypto mining industry is subject to various risks which could adversely affect customers’ ability to continue to operate their businesses, including, but not limited to:

Even if our subsidiaries are able to diversify their customer base, negative impacts to the crypto mining industry in general may negatively affect our business, financial condition, operating results, liquidity and prospects.

Changes in market conditions, including the competitive environment, may restrict our ability to price our mining machines and our services at our desired margins or sell our mining machines.

We set prices for our mining machines and services taking into consideration the market price of cryptocurrencies, price of comparable products or services of our competitors, the expected economic return of cryptocurrency mining, product and service types and demand for our mining machines and services, Additionally, we review and adjust the pricing of our mining machines and services on a periodic basis. We cannot assure you that we will be able to maintain our pricing ability, and our gross profit margin may be driven down by market conditions and/or other factors. In the event that we face higher pricing pressure due to intensified competition from other manufacturers, or if we otherwise lose pricing ability due to weaker demand for our mining machines or services, we may need to cut our prices and lower profit margins. Moreover, we may not be able to accurately estimate our costs or pass on all or part of any increase in our costs of operations to our customers, including the costs of machine components. Our competitors may offer mining machines that our customers may find more appealing for any number of reasons and we may not be able to sell our mining machines at all or in very limited quantities, which may result in excess inventory that may need to be written down as a reflection of reduced demand. In the event any of the above events occurs, our business operations, financial position and results of operations could be materially and adversely affected.

If we fail to maintain an effective quality control system, our business could be materially and adversely affected.

We believe that quality is essential to the success of our products, and we place significant emphasis on product quality. We adhere to stringent quality control measures in order to meet our customers’ requirements and expectations for the quality and safety of our products, as well as to ensure the efficiency and safety of our own mining machines. See “Item 4. Information on the Company—B. Business Overview — Mining Machines — Quality Control.” Any failure to maintain an effective quality control system may result in a decrease in demand for our products or cancellation or loss of purchase orders from customers. Moreover, our reputation could be impaired. As a result, our business and results of operations could be materially and adversely affected.

Product defects resulting in a large-scale product recall or product liability claims against us could materially and adversely affect our business, results of operations and reputation.

Despite the quality control measures we have in place, we cannot assure you that all products produced by us are free of defects. Consequently, any product defects identified by our customers or end users may erode our reputation and negatively affect our customer relationships and future business. Product defects may also result in product returns and large-scale product recalls or product liability claims against us for substantial damages. Such claims, even if unsuccessful, may be time-consuming and costly to defend and could divert significant resources and management attention. As a result, our business, results of operations and reputation could be materially and adversely affected by any product defects.

The loss of any member of our senior management team, or our failure to attract, train and retain qualified personnel could impair our ability to grow our business and effectively execute our business strategy.

Since our inception, the growth and expansion of our business operations has depended on the capabilities and strategic vision of our senior management. Our future success depends, in large part, on the continued contribution of our senior management team. We cannot assure you that we will be able to retain key existing employees and/or PRC individuals. The loss of any of our co-founders, senior management or key research and development team members could harm our ability to implement our business strategies and to respond to the rapidly changing market conditions in which we operate, or otherwise give rise to significant operational risks. The loss of one or more of our key employees and/or PRC individuals or our inability to retain, attract and motivate qualified personnel could have a material adverse effect on our business, financial condition and results of operations.

Our future success also depends on our ability to retain, attract and motivate qualified personnel. The process of hiring new employees with the combination of skills and characteristics required to implement our strategy can be competitive and time-consuming. We cannot assure you that we will be able to attract and retain adequate personnel as we continue to pursue our business strategies.

The involvement of Mr. Qi Shao and Mr. Qiuhua Li in Shenzhen Bgin could present conflicts of interest.

Mr. Qiuhua Li has served as the supervisor of Shenzhen Bgin since 2018. Mr. Qi Shao, our chief technology officer, serves as the general manager of Shenzhen Bgin and oversees the operations of the company. As of the date of this annual report, we are not aware of any conflicts between Mr. Qi Shao and our Company or between Mr. Li and our Company. However, Mr. Shao or Mr. Li may, however, have actual or potential conflicts of interest with us in the future. In the event that any such conflict of interest arises between Shenzhen Bgin and the Company, Mr. Shao and/or Mr. Li may not act in the best interests of the Company. We cannot assure you that, when conflicts of interest arise, Mr. Shao and/or Mr. Li will act in the best interests of the Company or that such conflicts will be resolved in our favor.

On January 1, 2025, we entered into a Conflict of Interests Agreement with Shenzhen Bgin, pursuant to which Mr. Qi Shao agrees to act in the best interests of the Company, devote sufficient time, effort and resources to fulfill his obligations as the chief technology officer of the Company, and, without the prior written approval of our board of directors, not to engage in or facilitate any business operations of Shenzhen Bgin that would compete with the Company’s business operations. Mr. Qi Shao also agreed to disclose to us any actual or potential conflicts of interest arising from his role at Shenzhen Bgin as they arise and, in the event that we experience any damages as a result of Mr. Qi Shao’s conflict of interests as a result of his ownership in Shenzhen Bgin, Mr. Qi Shao agrees to indemnify us for such damages in an amount to be determined by our board of directors or an independent third-party auditor. This agreement remains in effect during the term in which Mr. Shao serves as our chief technology officer and holds an equity interest in Shenzhen Bgin.

If we cannot resolve a conflict of interest or dispute between us and Mr. Shao and/or Mr. Li, we may lose the services of Mr. Shao and/or Mr. Li, together with the industry expertise they possess, and we may have to rely on legal proceedings, which could result in disruption of our business and subject us to substantial uncertainty as to the outcome of any such legal proceedings.

Third parties may claim that we and/or our subsidiaries are infringing upon their intellectual property rights, which may prevent or inhibit our subsidiaries’ operations and cause us and/or our subsidiaries to suffer significant litigation expense even if these claims have no merit.

Our success depends significantly on our ability to operate without infringing the patents and other intellectual property rights of third parties. In recent years, there has been considerable patent, copyright, trademark, domain name, trade secret and other intellectual property development activity in the cryptocurrency space, as well as litigation, based on allegations of infringement or other violations of intellectual property, including by large financial institutions. Furthermore, individuals and groups may acquire patents and other intellectual property assets solely for the purpose of asserting infringement claims in order to extract settlements from companies such as ours.

From time to time, third parties may claim that we and/or our subsidiaries are infringing upon or misappropriating their intellectual property rights, and we and/or our subsidiaries may be found to be infringing upon such rights. Any claims or litigation could cause us and/or our subsidiaries to incur significant expenses and, if successfully asserted against us and/or our subsidiaries, could require that we and/or our subsidiaries pay substantial damages or ongoing royalty payments.

Furthermore, the occurrence of infringement claims is likely to increase as the cryptocurrency ecosystem grows and matures. Accordingly, our exposure to damages resulting from infringement claims could increase and this could further strain our financial and management resources. Even if intellectual property claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and require significant expenditures. Any of the foregoing could prevent us from competing effectively and could have an adverse effect on our subsidiaries’ business and our operating results and financial condition.

Third parties may infringe upon our intellectual property rights, including our trade names, and we may not be able to adequately protect or enforce our rights, which could harm our brand, competitive position, and business prospects.

Our success depends, in part, on our ability to establish, maintain, and protect our intellectual property rights, including our trademarks, trade names, copyrights, trade secrets, proprietary technologies, and other intellectual property. We rely on a combination of intellectual property laws and contractual protections to protect and enforce these rights. However, such measures may be insufficient to prevent third parties from infringing, misappropriating, or otherwise violating our intellectual property rights.

We may be subject to attempts by third parties to imitate or use our brand names, logos, or other distinctive elements of our product offerings without authorization. For example, we recently became aware of a European-based entity operating under the name “IceRiver.eu” (the “Infringer”) and falsely claiming to be an official European branch or affiliate of the Company. It is believed that the Infringer entity is a company registered in the Czech Republic as ICERIVER EU s.r.o. The Infringer entity is believed to be controlled by an individual who is believed to be resident in Slovakia. The Infringer entity maintains a website, IceRiver.eu, and associated social media accounts, through which it markets and sells products under the “ICERIVER” name and branding. The Company has not authorized any such relationship, and IceRiver.eu is not affiliated with, endorsed by, or authorized to act on behalf of us in any capacity.

On December 24, 2025, Bgin Trading and Bgin EU filed a complaint via the World Intellectual Property Organization (“WIPO”) Domain Name Dispute Resolution Service for .EU domain names. The disputed domain name <ICERIVER.EU> is registered in the name of the individual (the “Individual Registrant”) who is believed to control the Infringer entity. On March 4, 2026, a panel appointed by the WIPO Arbitration and Mediation Center decided in favor of Bgin Trading and Bgin EU in a case against the Individual Registrant and ordered the transfer of the disputed domain name IceRiver.eu from the Individual Registrant to Bgin EU. For details related to this case, see “Item 4. Information on the Company—B. Business Overview — Legal Proceedings — Ice.River.eu Case.”

Such unauthorized use or imitation of our trade names, trademarks, or other intellectual property could dilute the value of our brand, create market confusion, and harm our reputation and the trust of our customers. The detection and remediation of infringement can be difficult, costly, and time-consuming, particularly in markets where our resources are limited or where intellectual property enforcement mechanisms are weak. We may not always be successful in identifying instances of infringement or in taking timely and effective action to enforce our rights. Furthermore, the legal standards for protection, validity, and enforcement of intellectual property rights vary across jurisdictions, and our rights may not receive uniform or adequate protection across all relevant jurisdictions. If we are unable to adequately protect or enforce our intellectual property rights, or if third parties independently develop similar or competing technologies or brands, our competitive position, brand equity, and business prospects could be materially and adversely affected.

Cryptocurrencies and cryptocurrency transactions may be subject to further taxation in the future.

In recent years, the rise of cryptocurrency prices and transaction volume has attracted the attention of tax authorities in different jurisdictions. As the laws governing cryptocurrencies are still evolving, the tax treatment of cryptocurrencies and cryptocurrency transactions in various jurisdictions are subject to change. While some countries intend to or have imposed taxation on cryptocurrencies and cryptocurrency transactions, other tax authorities are silent. As there is considerable uncertainty over the taxation of cryptocurrencies, we cannot guarantee that the cryptocurrencies and transactions denominated in cryptocurrencies will not be subject to further taxation in the future, including additional taxes and increased tax rates. Any such developments could reduce the economic returns of cryptocurrency and increase the holding costs of cryptocurrency assets, which could materially and adversely affect our business, results of operations and financial condition.

Cryptocurrency exchanges and wallets, and to a lesser extent, a cryptocurrency blockchain itself, may suffer from hacking and fraud risks, which may adversely erode user confidence in cryptocurrencies and result in declining market prices of cryptocurrencies.

Cryptocurrency transactions are entirely digital and, as with any virtual system, are subject to risks posed by hackers, malware, and operational glitches. For example, hackers can target cryptocurrency exchanges, wallets, and custodians to gain unauthorized access to the private keys associated with the wallet addresses where cryptocurrencies are stored. Cryptocurrency transactions and accounts are not insured by any type of government program and cryptocurrency transactions generally are permanent by design of the networks. Certain features of cryptocurrency networks, such as decentralization, open-source protocols, and the reliance on peer-to-peer connectivity, may increase the risk of fraud or cyber-attack by potentially reducing the likelihood of a coordinated response. Cryptocurrencies have suffered from hacking risks and several cryptocurrency exchanges and miners have reported cryptocurrency losses, which highlight concerns over the security of cryptocurrencies and in turn affect the demand and the market price of cryptocurrencies. In addition, while cryptocurrencies use private key encryption to verify owners and register transactions, fraudsters and scammers may attempt to sell false cryptocurrencies. These risks may adversely affect the operation of the cryptocurrency network which would erode user confidence in cryptocurrencies, which could result in declining market prices of cryptocurrencies. As of the date of this annual report, we have not experienced such hacking, fraud, or other types of cyberattacks. If we experience such an event, our business, financial condition and results of operations may be materially and adversely affected.

The functionality of most cryptocurrency networks relies on the Internet. A significant disruption of Internet connectivity could adversely affect our business, results of operations and financial condition.

We may be subject to information technology system failure or network disruptions caused by natural disasters, accidents, power disruptions, telecommunication failures, acts of terrorism or war, malware, physical or electronic break-ins, or other events or disruptions. System redundancy and other continuity measures may be ineffective or inadequate, and our business continuity and disaster recovery planning may not be sufficient for all eventualities. Such a significant disruption of Internet connectivity affecting large numbers of users or geographic areas could impede the functionality of a cryptocurrency network by, among other things, preventing access to the cryptocurrency networks, interfering with transactions on our cryptocurrency exchange or impeding the confirmation process of cryptocurrency mining. In particular, certain cryptocurrencies have been subject to a number of attacks. Moreover, it is possible that as cryptocurrencies increase in value, they may become more attractive targets for hackers and subject to more frequent hacking and attacks.

The impact of geopolitical and economic events on the supply and demand for cryptocurrencies is uncertain.

Geopolitical crises may motivate large-scale purchases of cryptocurrencies, which could rapidly increase the price of cryptocurrencies, thereby increasing the likelihood of a subsequent price decline as crisis-driven purchasing behavior dissipates and adversely affecting the value of our cryptocurrency holdings and mining machine inventory. Alternatively, as an emerging asset class with limited acceptance as a payment system or commodity, global crises and general economic downturns may discourage investment in cryptocurrencies as investors redirect capital toward less volatile asset classes as a means of hedging investment risk.

Cryptocurrencies, which are relatively new, are subject to supply and demand forces. How such supply and demand will be impacted by geopolitical events is largely uncertain, but such events could have a material adverse effect on our business, prospects, and results of operations, and consequently on investors in our Class A ordinary shares.

Acceptance and/or widespread use of cryptocurrency is uncertain.

There are increasing public reports of businesses, insurance companies and local governments, among other organizations, either holding or planning to utilize cryptocurrencies as a store of value or as a medium of exchange and payment method. Other companies, typically through partnerships with digital currency processors, have also begun to expand the adoption of cryptocurrencies in the retail and commercial marketplace. Despite these public reports, there is still a relatively limited use of any cryptocurrency in the retail and commercial marketplace, thereby contributing to price volatility that could adversely affect an investment in our securities. Banks and other established financial institutions may refuse to process funds for cryptocurrency transactions, to process wire transfers to or from cryptocurrency exchanges, cryptocurrency-related companies, or service providers, or to maintain accounts for persons or entities transacting in cryptocurrency. Conversely, a significant portion of cryptocurrency demand is generated by investors seeking a long-term store of value or speculators seeking to profit from the short- or long-term holding of the asset. Price volatility, slow processing speeds, and high transaction costs undermine cryptocurrencies’ role as a medium of exchange, as retailers are less likely to accept them as a direct form of payment.

The relative lack of acceptance of cryptocurrencies in the retail and commercial marketplace, or a reduction of such use, limits the ability of end users to use cryptocurrencies to pay for goods and services. Such lack of acceptance or further decline in acceptance could have a material adverse effect on our business operations and financial condition and results of operations.

Our operations, investment strategies, and profitability may be adversely affected by competition from other methods of investing in cryptocurrencies.

We compete with other users and companies engaged in the mining of cryptocurrencies, as well as with other potential financial vehicles, including securities backed by or linked to cryptocurrencies through entities similar to ours. Market, financial, and other conditions beyond our control may make it more attractive to invest in other financial vehicles or to invest in cryptocurrencies directly, which could limit the market for our shares and reduce their liquidity. The emergence of other financial vehicles and exchange-traded funds have been scrutinized by regulators and such scrutiny and the negative impressions or conclusions resulting from such scrutiny could be applicable to us and impact our ability to successfully pursue our strategy or operate at all, or to establish or maintain a public market for our securities. Such circumstances could have a material adverse effect on our business operations and results of operations.

We do not currently own any intellectual property rights in connection with our existing technologies, which may limit our ability to protect our competitive position and expose us to the risk of misappropriation by third parties.

Although we have developed proprietary technologies through our subsidiaries, including our ASIC chips, mining machine management software, and related hardware designs, we do not currently hold any patents, registered copyrights, or other registered intellectual property rights with respect to such technologies. See “Item 4. Information on the Company—B. Business Overview—Intellectual Property.” Our ability to protect these technologies relies primarily on trade secret protections, contractual confidentiality obligations, and other informal measures, which may be insufficient to prevent unauthorized use, disclosure, or misappropriation by third parties, including current or former employees, contractors, or competitors.

Without registered intellectual property rights, we may face significant challenges in asserting claims against parties who copy, reverse-engineer, or otherwise exploit our technologies without authorization. Even if we were to pursue legal remedies, the absence of registered rights may limit the scope of available relief and increase the cost and uncertainty of any enforcement action. In addition, competitors may independently develop technologies that are substantially similar to ours, and we may have limited recourse to prevent such development or commercialization.

Furthermore, our failure to obtain intellectual property protection for our technologies may adversely affect our ability to attract investment, enter into strategic partnerships, or otherwise capitalize on the value of our proprietary innovations. If our technologies are misappropriated or replicated by competitors, our competitive position, business prospects, and results of operations could be materially and adversely affected.

We intend to seek intellectual property protection for our technologies, including through patent applications, as our business continues to develop. However, there can be no assurance that any such applications will be granted, that any patents obtained will provide meaningful protection, or that our efforts to protect our technologies will be successful.

Risks Related to the Regulatory Framework

We invest a significant portion of our crypto assets in crypto short-term investments, if such crypto short-term investments or the cryptocurrencies we mine were deemed to be “investment securities”, we may inadvertently violate the Investment Company Act. We could incur significant losses in modifying our operations to avoid the need to register as an investment company or could incur significant expenses to register as an investment company or could terminate operations altogether.

The SEC has identified numerous crypto assets as securities, and the staff of the SEC have issued reports, orders and statements that provide guidance on when a crypto asset may be a security for purposes of the U.S. federal securities laws. Further, U.S. Supreme Court precedent has established legal tests for determining whether a particular digital asset could be deemed a “security.” Nevertheless, there is no guarantee that any risk-based assessment by us regarding the likelihood that a particular cryptocurrency could be deemed a “security” under applicable laws would turn out to be an accurate assessment. In the event that we were determined to be transacting securities without complying with any applicable laws and regulations, we could be subject to penalties, orders, and/or sanctions, any of which could materially and negatively affect our business operations, results of operations, and financial position.

Additionally, under the Investment Company Act, a company may fall within the definition of an investment company under Section 3(c)(1)(A) thereof if it is, or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting, or trading in securities, or under Section 3(a)(1)(C) thereof if it is engaged or proposes to engage in the business of investing, reinvesting, owning, holding, or trading in securities, and owns or proposes to acquire “investment securities” (as defined therein) having a value exceeding 40% of its total assets (exclusive of government securities and cash items) on an unconsolidated basis. There is no authoritative law, rule, or binding guidance published by the SEC regarding the status of cryptocurrencies as “securities” or “investment securities” for purposes of the Investment Company Act.

As of December 31, 2023, our inventory of cryptocurrencies had an aggregate value of approximately US$116.08 million, 0.4% of which was stored in hot wallets maintained with crypto exchanges and 99.6% was stored in our self-custodied cold wallets. As of December 31, 2024, our inventory of cryptocurrencies had an aggregate value of approximately US$32.14 million, 10.73% of which was stored in hot wallets maintained with crypto exchanges and 89.27% was stored in our self-custodied cold wallets. As of December 31, 2025, our inventory of cryptocurrencies had an aggregate value of approximately US$22.45 million, 0.18% of which was stored in hot wallets maintained with crypto exchanges and 99.82% was stored in our self-custodied cold wallets. In addition, as of December 31, 2024, we held US$16.19 million in crypto short-term investments with Binance.com. As of December 31, 2025, we did not hold any crypto short-term investments with any exchanges. As of December 31, 2024, the amount of crypto assets invested in crypto short-term investments represented 5.98% of our total assets (exclusive of government securities and cash items) on an unconsolidated basis. We do not believe that we are engaged in the business of investing, reinvesting, or trading in securities, and we do not hold ourselves out as being engaged in those activities. However, to the extent any of such crypto short-term investments, the crypto assets underlying any of such funds or futures, or the cryptocurrencies that our subsidiaries mine, own, or otherwise acquire are deemed “securities” or “investment securities” by the SEC or a court of competent jurisdiction, such investment securities are more than 40% of our total assets (exclusive of government securities and cash items) on a consolidated basis, and that we are deemed by the SEC or a court of competent jurisdiction as being engaged in the business of investing, reinvesting, or trading in securities, we may be deemed as an investment company. If we fall within the definition of an investment company under the Investment Company Act, we would be required to register with the SEC. If an investment company fails to register, it likely would have to stop doing almost all business, and its contracts would become voidable. Generally non-U.S. issuers may not register as an investment company without an SEC order. One exclusion, Rule 3a-2 under the Investment Company Act, allows an inadvertent investment company a grace period of one year from the earlier of (a) the date on which an issuer owns securities and/or cash having a value exceeding 50% of the issuer’s total assets on either a consolidated or unconsolidated basis and (b) the date on which an issuer owns or proposes to acquire investment securities having a value exceeding 40% of the value of such issuer’s total assets (exclusive of government securities and cash items) on an unconsolidated basis. As Rule 3a-2 is available to a company no more than once every three years, and assuming no other exclusion were available to us, if we were to be deemed as an investment company, we would have to keep within the 40% limit for at least three years after we cease being an inadvertent investment company. This may limit our ability to make certain investments or enter into joint ventures that could otherwise have a positive impact on our earnings. In any event, we do not intend to become an investment company engaged in the business of investing and trading securities.

If we were unable to qualify for an exemption from registration as an investment company, or fail to take adequate steps within the one-year grace period for inadvertent investment companies, we would need to register with the SEC as an investment company under the Investment Company Act or cease almost all business, and our contracts would become voidable. Registration as an investment company is time-consuming and would require a significant restructuring of our operations. Moreover, the operation of an investment company is very costly and restrictive, as investment companies are subject to substantial regulation concerning management, operations, transactions with affiliated persons and portfolio composition, and Investment Company Act filing requirements. The cost of such compliance would result in us incurring substantial additional expenses, and the failure to register if required would have a materially adverse impact on our operations.

There can be no assurance that we will properly characterize any given cryptocurrency as a security or non-security for purposes of determining which cryptocurrencies to mine, hold and trade, or that the SEC or a court, if the question were presented to it, would agree with our assessment. We could be subject to judicial or administrative sanctions for failing to offer or sell cryptocurrencies in compliance with the registration requirements, or for acting as a broker or dealer without appropriate registration. Such an action could result in injunctions, cease and desist orders, as well as civil monetary penalties, fines, and disgorgement, criminal liability, and reputational harm. Further, if any cryptocurrency that our subsidiaries mine, hold and trade is deemed to be a security under the laws of any U.S. federal, state, or foreign jurisdiction, or in a proceeding in a court of law or otherwise, it may have adverse consequences for such cryptocurrency. For instance, all transactions in such supported cryptocurrency would have to be registered with the SEC or other foreign authority, or conducted in accordance with an exemption from registration, which could severely limit its liquidity, usability and transactability. Further, it could draw negative publicity and a decline in the general acceptance of digital assets. Also, it may make it difficult for such cryptocurrency to be traded, cleared, and custodied as compared to other cryptocurrencies that are not considered to be securities.

We may be required to register as an investment company under the 1940 Act, in which event we may be deemed to be operating as an unregistered investment company in violation of the 1940 Act and required either to register as an investment company or to adjust our business strategies.

We intend to conduct our operations in such a way that we will not be required to register as an investment company under the 1940 Act. However, under the 1940 Act, a company may fall within the definition of an investment company under section 3(a)(1)(C) thereof if it is engaged or proposes to engage in business of investing, reinvesting, owning, holding, or trading in securities, and owns or proposes to acquire “investment securities” (as defined therein) having a value exceeding 40% of its total assets (exclusive of government securities and cash items) on an unconsolidated basis. If the cryptocurrencies we mine or hold, or plan to mine or hold, are determined to be securities, we may be required to register as an investment company or otherwise adjust our business strategies. There can be no assurance that we will be able to maintain our exclusion from the registration requirements applicable to investment companies under the 1940 Act. In addition, as a consequence of our seeking to avoid the need to register under the 1940 Act on an ongoing basis, we may be limited in the ability to engage in cryptocurrency mining operations or otherwise make certain investments, and these limitations could result in our holding those cryptocurrencies we may wish to sell or selling the cryptocurrencies we may wish to hold, which could materially and adversely affect our business, financial condition and results of operations.

If a regulator with jurisdiction on our activities concludes that we improperly characterized a cryptocurrency, we may be subject to regulatory scrutiny, inquiries, investigations, fines, and other penalties, which may adversely affect our business, operating results, and financial condition.

As cryptocurrencies have grown in both popularity and market size, governments around the world have reacted differently, with certain governments deeming cryptocurrencies illegal and others permitting their use and trade without restriction. In certain jurisdictions, including the United States, digital assets such as cryptocurrencies are subject to extensive, and in some cases overlapping, unclear, and evolving regulatory requirements.

Digital assets are viewed differently by different regulators and standard-setting organizations globally as well as in the U.S. on the federal and state levels. For example, the Financial Action Task Force (“FATF”) and the Internal Revenue Service (“IRS”) consider a cryptocurrency as currency or an asset or property. Further, the IRS applies the general tax principles applicable to property transactions to transactions involving virtual currency.

On the other hand, the SEC has identified numerous crypto assets as securities, and the staff of the SEC have issued reports, orders and statements that provide guidance on when a crypto asset may be a security for purposes of the U.S. federal securities laws. Moreover, U.S. Supreme Court precedent has established legal tests for determining whether a particular digital asset may be deemed a “security.” Nevertheless, there is no assurance that any risk-based assessment by us regarding the likelihood that a particular cryptocurrency may be deemed a “security” under applicable law will prove to be accurate. The classification of a cryptocurrency as a security under applicable law has wide-ranging implications for the regulatory obligations arising from the offer, sale, trading, and clearing of such assets. For example, a cryptocurrency that is a security in the U.S. may generally only be offered or sold in the U.S., pursuant to a registration statement filed with the SEC or in an offering that qualifies for an exemption from registration. Persons that effect transactions in cryptocurrencies that are defined as securities in the U.S. may be subject to registration with the SEC as a “broker” or “dealer.” Platforms that bring together purchasers and sellers to trade cryptocurrencies that are securities in the U.S. are generally subject to registration as national securities exchanges, or must qualify for an exemption. Persons facilitating clearing and settlement of securities may be subject to registration with the SEC as a clearing agency. Foreign jurisdictions may have similar licensing, registration, and qualification requirements.

If regulatory changes or interpretations require the regulation of digital assets under the securities laws of the United States or elsewhere, including the Securities Act, the Exchange Act, and the 1940 Act, or under similar laws of other jurisdictions, as interpreted by the SEC, the Commodity Futures Trading Commission (“CFTC”), the IRS, the Department of the Treasury, or other agencies or authorities, we may be required to register and comply with such regulations, including at a state or local level. To the extent that we decide to continue operations, the required registrations and regulatory compliance steps may result in extraordinary expense or burdens to us. We may also decide to cease certain operations and change our business model. Any disruption of our operations in response to the changed regulatory circumstances may be at a time that is disadvantageous to us.

Current and future legislation, SEC rulemaking, and other regulatory developments, including interpretations released by a regulatory authority, may impact the manner in which cryptocurrencies are viewed or treated for classification and clearing purposes. In particular, cryptocurrencies may not be excluded from the definition of “security” by SEC rulemaking or interpretation, which may require registration of all transactions in such cryptocurrencies unless another exemption is available, including transactions among owners, and may require registration of trading platforms as “exchanges.”

Furthermore, when the interests of investor protection are paramount, for example in the offer or sale of Initial Coin Offering (“ICO”) tokens, the SEC has no difficulty determining that the token offerings are securities under the “Howey” test as stated by the United States Supreme Court. As such, ICO offerings would require registration under the Securities Act or an available exemption therefrom for offers or sales in the United States to be lawful. Section 5(a) of the Securities Act provides that, unless a registration statement is in effect as to a security, it is unlawful for any person, directly or indirectly, to engage in the offer or sale of securities in interstate commerce. Section 5(c) of the Securities Act provides a similar prohibition against offers to sell, or offers to buy, unless a registration statement has been filed. Although we do not intend to engage in the offer or sale of securities in the form of Initial Coin Offering (“ICO”) tokens, and we do not believe our planned mining activities would require registration under the Securities Act, the SEC, the CFTC, Nasdaq, or another governmental or quasi-governmental agency or organization may conclude that our activities involve the offer or sale of “securities,” or the ownership of “investment securities,” and we may become subject to regulation under the Securities Act or the 1940 Act. Complying with such regulation, or the inability to satisfy the requirements necessary to continue operations, would have a material adverse effect on our business and operations. We may also face similar issues with various state securities regulators who may interpret our activities as requiring registration under state securities laws, banking laws, or money transmitter and similar laws, which remain an unsettled area of regulation that exposes us to significant risks.

We cannot be certain as to how future regulatory developments will impact the treatment of cryptocurrencies. If we fail to comply with such additional regulatory and registration requirements, we may have to cease all or certain of our operations, or be subjected to fines, penalties, and other governmental action. Such circumstances could have a material adverse effect on our ability to continue as a going concern or to pursue our business model, which could have a material adverse effect on our business, prospects, or results of operations, and potentially the value of any cryptocurrencies we plan to hold or otherwise acquire for our own account.

We cannot be certain as to how future regulatory developments will impact our business and any such additional regulatory requirements, or changes in the interpretation and application of existing requirements, may require us to cease all or certain of our operations or otherwise modify our business model.

We cannot be certain as to how future regulatory developments will impact the treatment of cryptocurrencies. For example, if regulatory changes or interpretations require the regulation digital assets under certain laws and regulatory regimes in the United States such as those administered by the SEC, the CFTC, the IRS, the Department of Treasury or other agencies or authorities or similar laws and regulations of other jurisdictions, including if our digital asset activities cause us to be deemed a “money transmitter,” “money services business” or equivalent designation under U.S. federal law, the law of any U.S. state, or foreign jurisdiction in which we operate, we may be required to register, seek licensure and comply with such regulations, including at a federal, state or local level, and implement an anti-money laundering program, reporting and recordkeeping regimes, consumer protective safeguards, and other operational requirements, and the distribution of cryptocurrencies to our mining pool participants may be deemed as money transfer and subject to licensing requirements. To the extent that we decide to continue operations, the required registrations and regulatory compliance steps may result in extraordinary, non-recurring expenses or burdens to us, as well as on-going recurring compliance costs, which may materially and adversely affect holders of our Class A ordinary shares or our net income. We may also decide to cease some or all operations. Any termination or disruption of our operations in response to the changed regulatory circumstances may be at a time that is disadvantageous to investors. Furthermore, we and our service providers may not be capable of complying with certain federal or state regulatory obligations applicable to money services businesses or money transmitters (as applicable). If we are deemed subject to, and determined not to be in compliance with, such additional regulatory and registration requirements, we may be required to dissolve and liquidate the Company. Any such action may adversely affect an investment in us.

If we fail to comply with such additional regulatory, licensure, and registration requirements, we may be required to cease all or certain of our operations, or be subjected to fines, penalties, and other governmental action. Such circumstances could have a material adverse effect on our ability to continue as a going concern or to pursue our business model, which could have a material adverse effect on our business, prospects, or operations, and potentially the value of any cryptocurrencies or digital assets we plan to hold or otherwise acquire for our own account.

If it is subsequently determined that we have participated in the unregistered issuance or distribution of securities, we may be deemed to be in violation of Section 5 of the Securities Act, which may have a material and adverse impact on our business operations, financial condition, and results of operations.

A portion of our business operations relate to the mining of alternative cryptocurrencies. Alternative cryptocurrencies are generally considered to have more growth potential with higher risks compared to large-cap cryptocurrencies. To mitigate such risks and maximize profit potential, our subsidiaries adopt a flexible approach to mining operations by monitoring mining results on a daily basis and, on an as-needed basis, adjusting the ratio of cryptocurrencies to be mined. Inherent in this business model is the possibility that we may switch the type of cryptocurrencies mined from time to time, and, accordingly, we are subject to the risk, with respect to each such cryptocurrency, that it may be deemed a “security” within the meaning of Section 2(a)(1) of the Securities Act.

We have internal procedures in place for analyzing whether a particular cryptocurrency that we intend to mine, invest in, or transact is a “security” within the meaning of Section 2(a)(1) of the Securities Act. Once we identify a cryptocurrency as potentially mineable, we will submit information relating to such cryptocurrency to our internal legal counsel for review, who will provide an assessment as to the likelihood of such cryptocurrency being deemed a “security” within the meaning of Section 2(a)(1) of the Securities Act, based on the state of the law and any guidance available at the time of determination. Additionally, we plan to take steps to implement internal compliance procedures for this purpose. Any such policies and procedures do not constitute a legal standard but rather represent a framework for our analysis, which permits us to make a risk-based assessment regarding the likelihood that a particular cryptocurrency could be deemed a “security” under applicable laws. Our risk-based assessments do not constitute a legal determination binding on regulators or the courts and do not preclude legal or regulatory action. In the event that we are determined to have participated in the unregistered issuance or distribution of securities, we may be deemed as in violation of Section 5 of the Securities Act and become subject to significant legal and regulatory consequences, which may have a material and adverse impact on our business operations, financial condition, and results of operations. For instance, Section 12(a)(1) allows any purchaser of such unregistered securities to bring a lawsuit to rescind the purchase of the securities or to receive the damages suffered from the purchase. The SEC may also initiate a civil cause of action against the issuer who issues or distributes unregistered securities in violation of Section 5 of the Securities Act. We may also experience adverse publicity arising from any such non-compliance, which could negatively affect our brand and reputation.

Regulatory developments related to cryptocurrencies and cryptocurrency markets may impact our business, financial condition, and results of operations.

Legislators have devoted increasing attention to cryptocurrencies and cryptocurrency markets. Legislatures across the states of the U.S. may pass various cryptocurrency-related bills that differ in subject matter and scope, thereby creating new regulatory frameworks or clarifying existing regulations.

In 2025, Congress undertook significant legislative efforts to address the rapidly evolving landscape of digital assets and cryptocurrencies, culminating in the passage of two significant pieces of legislation: the Digital Asset Market Clarity Act of 2025 (the “CLARITY Act”) and the Guiding and Establishing National Innovation for U.S. Stablecoins Act (the “GENIUS Act”). These legislative measures represent the first comprehensive federal regulatory frameworks for the regulation of digital assets and stablecoins in the United States.

The CLARITY Act, which has been passed by the House of Representatives but remains pending before the Senate, was designed to resolve longstanding regulatory uncertainty regarding the classification and oversight of digital assets. The CLARITY Act establishes a clear framework for distinguishing between digital assets that are securities, commodities, or payment stablecoins. The CLARITY Act delineates the respective jurisdictions of the SEC and the CFTC, granting the CFTC exclusive authority over “digital commodities” and the SEC authority over “digital securities.” The CLARITY Act also introduces criteria for determining when a digital asset is sufficiently decentralized to be treated as a commodity rather than a security.

In addition, the CLARITY Act imposes registration requirements and operational standards for digital asset intermediaries, including exchanges, brokers, and dealers. It mandates consumer protection measures, anti-money laundering (“AML”) and counter-financing of terrorism (“CFT”) compliance, and enhanced disclosure obligations. The CLARITY Act aims to foster innovation while providing market participants with greater regulatory certainty and aligning U.S. regulatory policy with emerging international standards.

The GENIUS Act, signed into law in July 2025, establishes the first federal regulatory framework for the issuance and operation of payment stablecoins — digital assets designed to maintain a stable value relative to a fiat currency, such as U.S. dollars. The GENIUS Act requires that all payment stablecoins be fully backed on a one-to-one basis by high-quality liquid assets, such as U.S. dollars or short-term U.S. Treasury securities, and subjects issuers to rigorous reserve maintenance, audit, and disclosure requirements.

The GENIUS Act introduces a dual licensing regime, allowing stablecoin issuers to operate under either federal or state regulatory oversight, provided that state regimes are “substantially similar” to federal standards. Issuers with more than US$10 billion in outstanding stablecoins must obtain a federal license. The GENIUS Act also imposes strict AML, sanctions compliance, and consumer protection obligations, including prioritizing stablecoin holders’ claims in the event of issuer insolvency. Notably, the GENIUS Act prohibits non-financial commercial entities that are public companies from issuing stablecoins without special approval and restricts the payment of interest or yield on stablecoins.

These legislative efforts were accompanied by additional legislative measures, including the Anti-CBDC Surveillance State Act, which prohibits the Federal Reserve from issuing a retail central bank digital currency without congressional authorization. While the CLARITY Act and the GENIUS Act represent significant progress toward a comprehensive regulatory regime for digital assets, substantial uncertainty remains as to the implementation and interpretation of these new laws. The effectiveness of these frameworks will depend upon subsequent rulemaking by federal and state regulators, interagency coordination, and the approach taken to enforcement. Market participants may face transitional risks as regulatory standards are developed and applied, and further legislative or regulatory changes remain possible as the digital asset ecosystem continues to evolve. Currently, we do not expect our current operations to be materially impacted by the CLARITY Act or the GENIUS Act.

Additionally, regulatory developments related to cryptocurrencies and cryptocurrency markets as well as the regulatory environment in which our subsidiaries operate can impact our operating costs and interfere with our business strategy with respect to where our subsidiaries operate and what alternative cryptocurrencies our subsidiaries mine. For instance, as a result of cryptocurrency mining being designated as an “eliminated industry” by the NDRC on December 30, 2021, we were directly affected and made a strategic decision to relocate our subsidiaries’ operations to the U.S. As of December 31, 2025, other than 211 mining machines located in our warehouse in Hong Kong and 26,584 mining machines stored by our partner manufacturer in Malaysia, all of our subsidiaries’ mining machines were located in the U.S. We expect our electricity costs, the main components of our operating costs, to decrease in the future. Additionally, to the extent that certain types of cryptocurrencies, but not others, are affected by regulatory developments — including being categorized and regulated as securities — our business strategy with respect to which cryptocurrencies our subsidiaries mine could also be affected. Should legislation that limits or regulates our business activities be enacted and/or the regulatory environment otherwise change, our operating costs could significantly increase, and our business strategy with respect to where our subsidiaries operate and what alternative cryptocurrencies our subsidiaries mine could be affected. This could adversely affect our business operations and the financial results of our operations.

If U.S. and/or foreign regulators and other governmental authorities, including the Chinese government, assert jurisdiction over cryptocurrencies and cryptocurrency markets, we may become subject to additional regulations imposed by such regulators and governmental authorities and may be required to alter our business operations in order to achieve compliance therewith, which could result in increased compliance costs and could materially and adversely affect our business operations, financial position, and results of operations.

There is a risk that U.S. and/or foreign regulators and other governmental authorities, including the Chinese government, may assert jurisdiction over cryptocurrencies and cryptocurrency markets. In such event, we may be subject to additional regulations imposed by these regulators and government entities. If any part of our business is found to be subject to the jurisdiction of such regulators, we may experience increased compliance costs and may be required to alter our business operations in order to achieve compliance with the applicable regulations. For example, if the SEC has jurisdiction over the cryptocurrencies our subsidiaries mine and they are deemed to be securities by the SEC, any transactions involving our mined cryptocurrencies and our subsidiaries’ mining activities may be subject to the regulations of the Securities Act and the Exchange Act, and any additional regulations published by the SEC. Further, if overseas cryptocurrency mining or transactions involve money laundering, cross-border gambling, illegal issuance of securities, illegal outbound transmission of data from Mainland China, or other circumstances that damage China’s national security, public interests, or the legitimate rights and interests of PRC citizens and organizations, parties conducting such activities may be subject to the jurisdiction of PRC laws and regulations, including the Criminal Law of the PRC, the PRC Securities Law, and the Data Security Law. In such event, to the extent that we incur material increases in compliance costs or our business operations are no longer compliant with then-applicable regulations, our business operations, financial position, and results of operations could be materially and adversely affected.

Risks Related to Our Class A Ordinary Shares

The trading price of our Class A ordinary shares may be volatile, which could result in substantial losses to investors.

The trading price of our Class A ordinary shares has been and may continue to be volatile and could fluctuate widely due to factors beyond our control. This may happen because of broad market and industry factors, including the performance and fluctuation of the market prices of other companies in the same industry. In addition to market and industry factors, the price and trading volume for our Class A ordinary shares may be highly volatile for factors specific to our own operations, including the following:

Any of these factors may result in large and sudden changes in the volume and price at which our Class A ordinary shares trade. Furthermore, the stock market in general experiences price and volume fluctuations that are often unrelated or disproportionate to the operating performance of companies like ours. These broad market and industry fluctuations may adversely affect the market price of our Class A ordinary shares. Volatility or a lack of positive performance in the price of our Class A ordinary shares may also adversely affect our ability to retain key employees and/or PRC individuals, most of whom have been granted equity incentives.

In the past, shareholders of public companies have often brought securities class action suits against companies following periods of instability in the market price of their securities. If we were involved in a class action suit, it could divert a significant amount of our management’s attention and other resources from our business and operations and require us to incur significant expenses to defend the suit, which could harm our results of operations. Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material adverse effect on our financial condition and results of operations.

We may experience extreme share price volatility unrelated to our actual or expected operating performance, financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Class A ordinary shares.

In recent years, there have been instances of extreme stock price run-ups followed by rapid price declines and strong stock price volatility, especially among companies with relatively smaller public floats. As a relatively small-capitalization company with a relatively small public float, we may experience greater share price volatility, extreme price run-ups, lower trading volume and less liquidity than large-capitalization companies. In particular, our Class A ordinary shares may be subject to rapid and substantial price volatility, low volumes of trades and large spreads in bid and ask prices. Such volatility, including any stock-run up, may be unrelated to our actual or expected operating performance, financial condition or prospects, making it difficult for investors to assess the rapidly changing value of our Class A ordinary shares.

In addition, if the trading volumes of our Class A ordinary shares are low, persons buying or selling in relatively small quantities may easily influence prices of our Class A ordinary shares. This low volume of trades could also cause the price of our Class A ordinary shares to fluctuate greatly, with large percentage changes in price occurring in any trading day session. Holders of our Class A ordinary shares may also not be able to readily liquidate their investment or may be forced to sell at depressed prices due to low volume trading. Broad market fluctuations and general economic and political conditions may also adversely affect the market price of our Class A ordinary shares. As a result of this volatility, investors may experience losses on their investment in our Class A ordinary shares. A decline in the market price of our Class A ordinary shares also could adversely affect our ability to issue additional Class A ordinary shares or other securities and our ability to obtain additional financing in the future. No assurance can be given that an active market in our Class A ordinary shares will develop or be sustained. If an active market does not develop, holders of our Class A ordinary shares may be unable to readily sell the shares they hold or may not be able to sell their shares at all.

If securities or industry analysts cease to publish research or reports about our business, or if they adversely change their recommendations regarding the Class A ordinary shares, the market price for the Class A ordinary shares and trading volume could decline.

The trading market for our Class A ordinary shares will be influenced by research or reports that industry or securities analysts publish about our business. If one or more analysts who cover us downgrade the Class A ordinary shares, the market price for the Class A ordinary shares would likely decline. If one or more of these analysts cease to cover us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which, in turn, could cause the market price or trading volume for the Class A ordinary shares to decline.

We may or may not pay dividends in the foreseeable future, and any future determination related to our dividend policy will be made at the discretion of our board of directors. In the event that our board of directors does not declare any dividends, you must rely on price appreciation of our Class A ordinary shares for return on your investment.

Our board of directors has complete discretion as to whether to distribute dividends, subject to certain requirements of Cayman Islands law. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our directors. Under Cayman Islands law, a Cayman Islands company may pay a dividend out of either profit or from the share premium account, provided that in no circumstances may a dividend be paid if this would result in the company being unable to pay its debts as they fall due in the ordinary course of business. Even if our board of directors decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions and other factors deemed relevant by our board of directors. Accordingly, the return on your investment in our Class A ordinary shares may depend entirely upon any future price appreciation of our Class A ordinary shares. There is no guarantee that our Class A ordinary shares will appreciate in value or even maintain the price at which you purchased the Class A ordinary shares. You may not realize a return on your investment in our Class A ordinary shares and you may even lose your entire investment in our Class A ordinary shares.

Substantial future sales or perceived potential sales of our Class A ordinary shares in the public market could cause the price of our Class A ordinary shares to decline.

Sales of our Class A ordinary shares in the public market, or the perception that these sales could occur, could cause the market price of our Class A ordinary shares to decline. To the extent any Class A ordinary shares are sold into the market, the market price of our Class A ordinary shares could decline.

Certain holders of our shares may cause us to register under the Securities Act the sale of their shares. Registration of these shares under the Securities Act would result in these Class A ordinary shares becoming freely tradable without restriction under the Securities Act immediately upon the effectiveness of such registration. Sales of these registered shares in the public market could cause the price of our Class A ordinary shares to decline.

Our dual-class share structure with different voting rights will limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of our Class A ordinary shares may view as beneficial.

Under our dual-class share structure, our ordinary shares consist of Class A ordinary shares and Class B ordinary shares. In respect of matters requiring the votes of shareholders, holders of Class B ordinary shares will be entitled to five votes per share, while holders of Class A ordinary shares will be entitled to one vote per share based on our dual-class share structure. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof, while Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Upon any sale, transfer, assignment, or disposition of any Class B ordinary shares by a holder thereof, such Class B ordinary shares are automatically and immediately converted into an equal number of Class A ordinary shares.

As of the date of this annual report, Mr. Qingfeng Wu, our chief executive officer, beneficially owns all of our issued and outstanding Class B ordinary shares. These Class B ordinary shares constitute approximately 19.94% of our total issued and outstanding ordinary shares and 55.51% of the aggregate voting power of our total issued and outstanding ordinary shares, due to the disparate voting powers associated with our dual-class share structure. See “Item 6. Directors, Senior Management and Employees—E. Share Ownership.” As a result of the dual-class share structure and the concentration of ownership, holders of Class B ordinary shares have considerable influence over matters such as decisions regarding mergers, consolidations, and the sale of all or substantially all of our assets, election of directors, and other significant corporate actions. Such holders may take actions that are not in the best interest of us or our other shareholders. This concentration of ownership may discourage, delay, or prevent a change in control of our Company, which could have the effect of depriving our other shareholders of the opportunity to receive a premium for their shares as part of a sale of our Company and may reduce the price of the Class A ordinary shares. This concentrated control may limit your ability to influence corporate matters and could discourage others from pursuing any potential merger, takeover, or other change of control transactions that holders of Class A ordinary shares may view as beneficial.

Our dual-class capital structure has the effect of concentrating voting control with our chief executive officer, and his interests may not be aligned with the interests of our other shareholders.

Mr. Qingfeng Wu, our chief executive officer, beneficially owns all of our issued and outstanding Class B ordinary shares. These Class B ordinary shares constitute approximately 19.94% of our total issued and outstanding ordinary shares and 55.51% of the aggregate voting power of our total issued and outstanding ordinary shares, due to the disparate voting powers associated with our dual-class share structure. See “Item 6. Directors, Senior Management and Employees—E. Share Ownership.” As such, we are deemed a “controlled company” as defined under Nasdaq Listing Rules 5615(c). However, we do not intend to avail ourselves of the corporate governance exemptions afforded to a “controlled company” under the Nasdaq Listing Rules.

Mr. Qingfeng Wu, as the controlling shareholder of our Company, has substantial influence over our business, including decisions regarding mergers, consolidations, and the sale of all or substantially all of our assets, election of directors, and other significant corporate actions. He may take actions that are not in the best interests of us or our other shareholders. These corporate actions may be taken even if they are opposed by our other shareholders. Further, such concentration of voting power may discourage, prevent, or delay the consummation of change of control transactions that shareholders may consider favorable, including transactions in which shareholders might otherwise receive a premium for their shares. Future issuances of Class B ordinary shares may also be dilutive to the holders of Class A ordinary shares. As a result, the market price of our Class A ordinary shares could be materially and adversely affected.

The dual-class structure of our ordinary shares may adversely affect the trading market for the Class A ordinary shares.

S&P Dow Jones and FTSE Russell have announced changes to their eligibility criteria for inclusion of shares of public companies in certain indices, including the S&P 500, to exclude companies with multiple classes of shares and companies whose public shareholders hold no more than 5% of total voting power from being added to such indices. In addition, several shareholder advisory firms have announced their opposition to the use of multiple class capital structures. As a result, the dual class structure of our ordinary shares may prevent the inclusion of the Class A ordinary shares in such indices and may cause shareholder advisory firms to publish negative commentary about our corporate governance practices or otherwise seek to cause us to change our capital structure. Any such exclusion from indices could result in a less active trading market for the Class A ordinary shares. Any actions or publications by shareholder advisory firms critical of our corporate governance practices or capital structure could also adversely affect the value of the Class A ordinary shares.

You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under Cayman Islands law.

We are an exempted company incorporated under the laws of the Cayman Islands with limited liability. As a result, it may be difficult for investors to effect service of process within the U.S. upon our directors or officers, or enforce judgments obtained in U.S. courts against our directors or officers.

Our corporate affairs are governed by our amended and restated memorandum and articles, as amended and restated from time to time, the Companies Act (Revised) of the Cayman Islands, as may be supplemented or amended from time to time (the “Companies Act”), and the common law of the Cayman Islands. The rights of shareholders to take action against our directors, actions by our minority shareholders and the fiduciary duties of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the common law of England, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of our shareholders and the fiduciary duties of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedents in some jurisdictions in the United States. In particular, the Cayman Islands has a less developed body of securities laws than the United States. Some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands. In addition, Cayman Islands companies may not have the standing to initiate a shareholder derivative action in a federal court of the United States.

Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records or to obtain copies of the register of members of these companies. Our directors have discretion under our amended and restated memorandum and articles to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.

Certain corporate governance practices in the Cayman Islands, which is our home country, differ significantly from requirements for companies incorporated in other jurisdictions such as the U.S. Currently, we do not rely on home country practice with respect of any corporate governance matter. However, if we choose to follow our home country practice in the future, our shareholders may be afforded less protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers.

As a result of all of the above, our public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of our board of directors or controlling shareholders than they would as public shareholders of a company incorporated in the United States. For a discussion of significant differences between the provisions of the Companies Act  and the laws applicable to companies incorporated in the United States and their shareholders, see “Item 10. Additional Information — B. Memorandum and Articles of Association — Differences in Corporate Law.”

Certain judgments obtained against us by our shareholders may not be enforceable.

We are a Cayman Islands exempted company and a substantial amount of our assets are located outside of the U.S. In addition, some of our current directors and officers are nationals and residents of countries other than the United States, and substantially all of the assets of such persons are located outside the United States. As a result, it may be difficult or impossible for you to bring an action against us or against these individuals in the United States in the event that you believe that your rights have been infringed under the U.S. federal securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands and of China may render you unable to seek recognition and/or enforce a judgment against our assets or the assets of our directors and officers.

There can be no assurance that we will not be a passive foreign investment company for U.S. Federal income tax purposes for any taxable year, which could subject U.S. holders of our Class A ordinary shares to significant adverse U.S. federal income tax consequences.

A non-U.S. corporation will be a passive foreign investment company, or PFIC, for U.S. federal income tax purposes for any taxable year if either (i) at least 75% of its gross income for such taxable year is passive income or (ii) at least 50% of the value of its assets (based on average of the quarterly values of the assets) during such year is attributable to assets that that produce or are held for the production of passive income. Based on the current and anticipated value of our assets and the composition of our income assets, we do not expect to be a PFIC for U.S. federal income tax purposes for our current taxable year ending December 31, 2026 or in the foreseeable future. However, the determination of whether or not we are a PFIC according to the PFIC rules is made on an annual basis and depends on the composition of our income and assets and the value of our assets from time to time. Therefore, changes in the composition of our income or assets or value of our assets may cause us to become a PFIC. The determination of the value of our assets (including goodwill not reflected on our balance sheet) may be based, in part, on the quarterly market value of Class A ordinary shares, which is subject to change and may be volatile.

The classification of certain of our income as active or passive, and certain of our assets as producing active or passive income, and hence whether we are or will become a PFIC, depends on the interpretation of certain U.S. Treasury Regulations as well as certain IRS guidance relating to the classification of assets as producing active or passive income. Such regulations guidance is potentially subject to different interpretations. If due to different interpretations of such regulations and guidance the percentage of our passive income or the percentage of our assets treated as producing passive income increases, we may be a PFIC in one of more taxable years.

If we are a PFIC for any taxable year during which a U.S. person holds Class A ordinary shares, certain adverse U.S. federal income tax consequences could apply to such U.S. person. For more information see “Item 10. Additional Information — E. Taxation — Material U.S. Federal Income Tax Consequences — Passive Foreign Investment Company.”

For as long as we are an emerging growth company, we will not be required to comply with certain reporting requirements, including those relating to accounting standards and disclosure about our executive compensation, that apply to other public companies.

We are classified as an “emerging growth company” under the JOBS Act because we generated less than US$1.235 billion in revenues for our last fiscal year. For as long as we are an emerging growth company, which may be up to five full fiscal years, unlike other public companies, we will not be required to, among other things, (i) provide an auditor’s attestation report on management’s assessment of the effectiveness of our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act, (ii) comply with any new requirements adopted by the PCAOB requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer, (iii) provide certain disclosure regarding executive compensation required of larger public companies, or (iv) hold nonbinding advisory votes on executive compensation. We will remain an emerging growth company for up to five years, although we will lose that status sooner if we have more than $1.235 billion of revenues in a fiscal year, have more than $700 million in market value of our Class A ordinary shares held by non-affiliates, or issue more than $1.0 billion of non-convertible debt over a three-year period.

To the extent that we rely on any of the exemptions available to emerging growth companies, you will receive less information about our executive compensation and internal control over financial reporting than issuers that are not emerging growth companies. If some investors find our Class A ordinary shares to be less attractive as a result, there may be a less active trading market for our Class A ordinary shares and our share price may be more volatile.

If we fail to establish and maintain proper internal financial reporting controls, our ability to produce accurate financial statements or comply with applicable regulations could be impaired.

Pursuant to Section 404 of the Sarbanes-Oxley Act, we will be required to file a report by our management on our internal control over financial reporting, including an attention report on internal control over financial reporting issued by our independent registered public accounting firm. However, while we remain an emerging growth company, we will not be required to include an attestation report on internal control over financial reporting issued by our independent registered public accounting firm. The presence of material weakness in internal control over financial reporting could result in financial statement errors, which, in turn, could lead to error our financial reports and/or delays in our financial reporting, which could require us to restate our operating results. We might not identify one or more material weaknesses in our internal controls in connection with evaluating our compliance with Section 404 of the Sarbanes-Oxley Act. In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal controls over financial reporting, we will need to expend significant resources and provide significant management oversight.

We have identified a certain material weakness in our internal control over financial reporting. Specifically, we lacked formal documentation of our internal controls, including a comprehensive set of formal internal control policies and consistent evidence of the performance of control reviews.

To address the material weakness, we have appointed Ms. Katarzyna (Katherine) Sikora Nelson as our Legal Officer and Compliance Officer. She is currently overseeing the development of formal documentation governing our internal control over financial reporting for review and adoption by the Board of Directors. Furthermore, we have engaged a Big Four accounting firm to assist the Company with developing formal internal control documentation and establishing a proper system for maintaining control review evidence, with a view to facilitating the Company’s compliance with Section 404 of the Sarbanes-Oxley Act.

In addition, the Company has established an independent Audit Committee and appointed Mr. Chung Shing Paul Tsang, an independent director with extensive accounting and financial reporting experience, as the Chairman of the Audit Committee to oversee our remediation efforts.

Implementing any appropriate changes to our internal controls may require specific compliance training of our directors and employees, entail substantial costs in order to modify our existing accounting systems, take a significant period of time to complete and divert management’s attention from other business concerns. These changes may not, however, be effective in maintaining the adequacy of our internal control.

If we are unable to conclude that we have effective internal controls over financial reporting, investors may lose confidence in our operating results, the price of the Class A ordinary shares could decline and we may be subject to litigation or regulatory enforcement actions. In addition, if we are unable to meet the requirements of Section 404 of the Sarbanes-Oxley Act, the Class A ordinary shares may not be able to remain listed on the Nasdaq.

As a company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the Nasdaq listing standards. These practices may afford less protection to shareholders than they would enjoy if we complied fully with corporate governance listing standards.

As a foreign private issuer, we are permitted to take advantage of certain provisions in the Nasdaq listing standards that allow us to follow Cayman Islands law for certain governance matters. Certain corporate governance practices in the Cayman Islands may differ significantly from corporate governance listing standards as, except for general fiduciary duties and duties of care, Cayman Islands law has no corporate governance regime which prescribes specific corporate governance standards. Currently, we do not rely on home country practice with respect to our corporate governance. However, if we choose to follow home country practice in the future, our shareholders may be afforded less protection than they otherwise would have under corporate governance listing standards applicable to U.S. domestic issuers.

We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to U.S. domestic public companies.

Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including:

On December 18, 2025, the Holding Foreign Insiders Accountable Act was enacted as part of the National Defense Authorization Act for Fiscal Year 2026, mandating directors and officers of foreign private issuers to file Section 16(a) reports (Forms 3, 4, and 5) with the SEC to report beneficial ownership interests in companies, effective on March 18, 2026. Our principal shareholders who are not our officers or directors, however, will remain exempt from Section 16(a) reporting requirements.

We are required to file an annual report on Form 20-F within four months of the end of each fiscal year. Press releases relating to financial results and material events are also furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC is less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information that would be made available to you were you investing in a U.S. domestic issuer.

We incur increased costs as a result of being a public company, particularly after we cease to qualify as an “emerging growth company.”

As a public company, we incur significant legal, accounting and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the SEC and Nasdaq Stock Market, impose various requirements on the corporate governance practices of public companies. These rules and regulations have increased our legal and financial compliance costs and have made some corporate activities more time-consuming and costly.

As a public company, we have needed to increase the number of independent directors and adopt policies regarding internal controls and disclosure controls and procedures. Operating as a public company has also made it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. In addition, we incur additional costs associated with our public company reporting requirements. It may also be more difficult for us to find qualified persons to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these rules and regulations, and we cannot predict or estimate with any degree of certainty the amount of additional costs we may incur or the timing of such costs.

In addition, after we are no longer an “emerging growth company,” we will be required to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 and the other rules and regulations of the SEC.

We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.

As discussed above, we are a foreign private issuer, and therefore, we are not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act. The determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter. We would lose our foreign private issuer status if, for example, more than 50% of our outstanding voting securities are directly or indirectly held by residents of the U.S. and we fail to meet additional requirements necessary to maintain our foreign private issuer status. If we lose our foreign private issuer status on this date, we will be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which are more detailed and extensive than the forms available to a foreign private issuer. We will also have to mandatorily comply with U.S. federal proxy requirements, and our officers, directors and principal shareholders will become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. In addition, we will lose our ability to rely upon exemptions from certain corporate governance requirements under the Nasdaq listing rules. As a U.S. listed public company that is not a foreign private issuer, we will incur significant additional legal, accounting and other expenses that we will not incur as a foreign private issuer, and accounting, reporting and other expenses in order to maintain a listing on a U.S. securities exchange.

The obligation to disclose information publicly may put us at a disadvantage to competitors that are private companies.

As a public company in the U.S., we are required to file periodic reports with the SEC upon the occurrence of matters that are material to our Company and shareholders. Although we may be able to attain confidential treatment of some of our developments, in some cases, we are required to disclose material agreements or results of financial operations that we would not be required to disclose if we were a private company. Our competitors may have access to this information, which would otherwise be confidential. This may give them advantages in competing with our Company. Similarly, as a U.S. public company, we are governed by U.S. laws that our competitors, which are mostly private Chinese companies, are not required to follow. To the extent compliance with U.S. laws increases our expenses or decreases our competitiveness against such companies, our public company status could affect our results of operations.

Item 4. INFORMATION ON THE COMPANY

A. History and Development of the Company

Our Corporate History

In March 2019, we commenced our operations in the cryptocurrency mining business through Bgin Tech Limited, our subsidiary in Hong Kong, which was co-founded by Mr. Qiuhua Li, our director and executive chairman of the board of directors, and Mr. Qingfeng Wu, our director and chief executive officer.

In September 2021, we decided to expand our operations to the North American market. On September 10, 2021, Bgin Infrastructure US and Bgin Management were formed in the State of Delaware, through which we conducted our mining business in the State of Nebraska.

On March 23, 2022, BGIN BLOCKCHAIN LIMITED was incorporated under the laws of the Cayman Islands as our offshore holding company.

From January 2022 to July 2022, in anticipation of our initial public offering, we completed a series of reorganizational steps.

In April 2023, we started selling self-designed mining machines to customers under our “ICERIVER” brand. Such business is conducted in the U.S. through Bgin Mining, in Hong Kong through Bgin Trading and Bgin Trade HK, and in Singapore through Bgin SG.

Since September 2023, we have been providing mining pool services, which currently support the mining of KAS. Our mining pool services are mainly conducted through Bgin HK.

Since November 2023, we have been offering miner hosting services as an elective, value-added service to customers who purchase selected models of our self-designed mining machines. Hosting services are operated in the U.S. by Bgin Management and Bgin Infrastructure US.

On November 14, 2024, we incorporated BGIN EU LIMITED in Ireland as a wholly-owned subsidiary of Bgin SG. Through Bgin EU, we intend to launch after-sales services to customers who purchased our “ICERIVER” brand mining machines.

On February 3, 2025, our board of directors passed unanimous written resolutions to approve, among other things, a subdivision of the Company’s authorized and issued share capital on a 1:10 basis (the “February 2025 Share Subdivision”), such that (i) the authorized share capital of the Company be amended from US$50,000 divided into 39,540,000 Class A ordinary shares of par value US$0.001 each and 10,460,000 Class B ordinary shares of par value US$0.001 each to US$50,000.00 divided into 395,400,000 Class A ordinary shares of par value US$0.0001 each and 104,600,000 Class B ordinary shares of par value US$0.0001 each and (ii) the issued share capital of the Company be amended from 3,954,000 Class A ordinary shares of par value US$0.001 each and 1,046,000 Class B ordinary shares of par value US$0.001 each to 39,540,000 Class A ordinary shares of par value US$0.0001 each and 10,460,000 Class B ordinary shares of par value US$0.0001 each.

Through the same set of resolutions, our board of directors approved an increase in the Company’s authorized share capital from US$50,000.00 divided into 395,400,000 Class A ordinary shares of par value US$0.0001 each and 104,600,000 Class B ordinary shares of par value US$0.0001 each to US$75,000.00 divided into 593,100,000 Class A ordinary shares of par value US$0.0001 each and 156,900,000 Class B ordinary shares of par value US$0.0001 each (the “Share Capital Increase”), and the issuance of an aggregate of 19,770,000 Class A ordinary shares and 5,230,000 Class B ordinary shares to existing shareholders of the Company on a pro rata basis (the “Share Issuance”).

On February 4, 2025, our shareholders, passed unanimous written resolutions, to approve the February 2025 Share Subdivision, the Share Capital Increase, and the Share Issuance, which all became effective as of the same date.

On July 16, 2025, our board of directors passed unanimous written resolutions to approve, among other things, a subdivision of the Company’s authorized and issued share capital on a 1:1.4375 basis (the “July 2025 Share Subdivision”, together with the February 2025 Share Subdivision, the “Share Subdivisions”), such that (i) the authorized share capital of the Company be amended from US$75,000.00 divided into 593,100,000 Class A ordinary shares of par value US$0.0001 each and 156,900,000 Class B ordinary shares of par value US$0.0001 each to US$75,000.00 divided into 852,581,250 Class A ordinary shares of par value US$0.0000695652173913043 each and 225,543,750 Class B ordinary shares of par value US$0.0000695652173913043 each, and (ii) the issued share capital of the Company be amended from 59,535,000 Class A ordinary shares of par value US$0.0001 each and 15,690,000 Class B ordinary shares of par value US$0.0001 each to 85,581,566 Class A ordinary shares of par value US$0.0000695652173913043 each and 22,554,375 Class B ordinary shares of par value US$0.0000695652173913043 each.

On July 16, 2025, our shareholders, passed unanimous written resolutions, to approve the July 2025 Share Subdivision, which became effective as of the same date.

On February 6, 2026, Bgin Rig declared and made a dividend of US$118,000,000 to the Company. On February 13, 2026, the Company resolved to transfer the sum of the aforementioned dividend to Bgin Field by way of capital contribution. The Company transferred monies by way of capital contribution to Bgin Field in three tranches separately on March 4, 2026, March 9, 2026, and March 14, 2026. Notwithstanding the Company’s prior resolution to transfer the sum by way of capital contribution, the Company was issued 59,000,000 ordinary shares of a single class with a par value of US$2.00 each in the capital of Bgin Field, in consideration of the receipt of the sum of US$118,000,000 from the Company. Bgin Field subsequently injected capital in the amount of US$100,000,000 into Bgin Mining and US$18,000,000 into Bgin Infrastructure US.

On April 17, 2026, Bgin Rig injected capital in the amount of S$25,000,000 (approximately US$19,590,941) into Bgin SG.

As of the date of this annual report, we conduct our operations primarily through (i) our subsidiaries in Singapore, Bgin Singapore, which was incorporated in Singapore on December 27, 2021, and Bgin SG, which was incorporated in Singapore on May 27, 2024, (ii) our subsidiaries in Hong Kong, Bgin HK, which was incorporated in Hong Kong on March 18, 2019, Bgin Trading, which was incorporated in Hong Kong on December 8, 2022, Bgin Trade HK, which was incorporated in Hong Kong on August 20, 2024, and Bgin Chip, which was incorporated in Hong Kong on June 24, 2022, and (iii) our subsidiaries in the U.S., including Bgin Infrastructure US, which was formed in the State of Delaware on September 10, 2021, Bgin Management, which was formed in the State of Delaware on September 10, 2021, Bgin Mining, which was incorporated in the State of Nebraska on December 5, 2022.

Under our dual-class share structure, our shares are divided into Class A ordinary shares and Class B ordinary shares. Except for voting rights (each Class A ordinary share shall entitle the holder thereof to one vote on all matters subject to vote at general meetings while each Class B ordinary share shall entitle the holder thereof to five votes on all matters subject to vote at general meetings) and conversion rights (each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof but Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances), Class A ordinary shares and Class B ordinary shares rank pari passu with one another and have the same rights, preferences, privileges, and restrictions. Although Class B ordinary shares have super voting power, any rights attached to Class A ordinary shares can only be materially and adversely varied if (a) the shareholders holding two thirds of the issued Class A ordinary shares consent in writing to the variation; or (b) the variation is made with the sanction of a special resolution passed at a separate general meeting of the shareholders holding the issued Class A ordinary shares. Therefore, notwithstanding the fact that Mr. Qingfeng Wu, our chief executive officer, beneficially owns 249,500 Class A ordinary shares and all of our Class B ordinary shares and has the ability to control the outcome of matters put to a shareholder vote at general meetings, he does not have the right to conclude on proposals that will materially and adversely affect the rights of Class A ordinary shares in any way without affecting the rights of Class B ordinary shares in the same way unless with the approval of the holders of all Class A ordinary shares.

Recent Development

On April 16, 2026, Mr. Benjamin Thomison resigned from his position as operations officer of the Company, effective April 16, 2026. Mr. Thomison’s resignation was due to personal reasons and not a result of any disagreement with the Company on any matter related to the operations, policies, or practices of the Company.

On April 23, 2026, the board of directors of the Company approved the appointment of Mr. Rezwan Hasan Mirza as Chief Corporate Development Officer of the Company, effective April 23, 2026. Mr. Mirza has consented to act in such capacity. For a description of Mr. Mirza’s background and experience, see “Item 6. Directors, Senior Management and Employees—A. Directors and Senior Management.”

On April 23, 2026, the board of directors of the Company approved the removal of Mr. Qiuhua Li as Chairman and his appointment as Executive Chairman of the Board of Directors of the Company, effective April 23, 2026. Mr. Li has consented to act in such capacity. In his role as Executive Chairman, Mr. Li’s responsibilities include, among others, investor and shareholder relations, capital markets and related fundraising efforts, and such other duties as may be delegated by the board of directors from time to time.

Our Corporate Structure

The following diagram illustrates our corporate structure as of the date of this annual report, including our principal subsidiaries:

Corporate Information

Our principal executive offices are located at #09-12 Paya Lebar Square, 60 Paya Lebar Road, Singapore 409051 and our telephone number is +65 9658 5681. Our registered office in the Cayman Islands is at the offices of Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman KY1-9009, Cayman Islands.

Investors should submit any inquiries to the address and telephone number of our principal executive offices. We maintain a website at www.bgin.io. The information contained on our website is not a part of this annual report.

The SEC maintains a website at www.sec.gov that contains reports, proxies, and information statements, and other information regarding issuers that file electronically with the SEC using its EDGAR system.

B. Business Overview

Overview

Through our operating subsidiaries, we are a digital asset technology company based in Singapore, Hong Kong and the U.S. with proprietary cryptocurrency-mining technologies.

We were established as a cryptocurrency mining business in 2019. Given our limited financial resources at the time, we decided to focus on selected alternative cryptocurrencies as it was more cost effective. We leveraged our in-house technical expertise to design the software and the chips that could efficiently mine different types of cryptocurrencies that we focused on. This experience has built our understanding of how to approach designing appropriate software to address the PoW algorithms of various cryptocurrencies.

Over time, we have scaled our business and presently operate through subsidiaries located in the United States, Hong Kong and Singapore. We primarily generate revenue from selling self-designed mining machines, conducting mining operations, operating mining pools, and providing mining machine hosting services to customers. Sales of mining machines contributed approximately 85.43%, 63.57% and 22.63% of our total revenue for the fiscal years ended December 31, 2023, 2024 and 2025, respectively.

While our long-term strategic focus has always been on self-mining and generating service revenue from hosting and mining pools that leverage our mining farm capacity, we recognized early on that other miners valued our proprietary chip design and mining machines. As an early-stage growth company, we recognized the opportunity to fund our growth strategy by exploiting this interest in our mining machines.

We design our mining machines to address the needs of miners of all sizes. Different models of our machines cater to a diverse range of size segments: from small-scale models for home miners to industrial-scale machines tailored for mid-to-large mining enterprises. Our focus has always been on delivering cost effective and energy efficient machines. Our subsidiaries design and sell mining machines equipped with our proprietary ASIC chips under different series dedicated to the mining of KAS coins and ALEO coins, and, prior to March 2025, also ALPH coins and RXD coins. For the years ended December 31, 2023, 2024, and 2025, mining machine sales was a key source of our revenue, representing 85.43%, 63.57%, and 22.63% of our total revenue in the respective fiscal year. These machines are available for purchase only through our website: iceriver.io. Customers may view and place orders for machines they intend to purchase directly through the website, and have the option to enroll in our miner hosting services, through which we operate and manage mining machines on customers’ behalf in return for service fees. As of the date of this annual report, customers purchasing machines sold by our subsidiaries are primarily based in Hong Kong and the U.S. For the fiscal years ended December 31, 2023, 2024 and 2025, we sold an aggregate of 67,998, 102,849 and 9,410 mining machines, respectively, to customers across the world. As of December 31, 2025, we hosted a total of 825 machines on behalf of our customers, of which three were in operation and 822 were non-operational at our mining farm located in York, Nebraska.

KAS coin mining machines constitute 90.88% and 7.7% of our machine sales for the fiscal years ended December 31, 2024 and 2025, respectively. “AL” series mining machines, designed for the mining of ALEO coins, constituted approximately 88% of our machine sales for the fiscal year ended December 31, 2025. There continues to be significant competition in the KAS and many other coin mining machine segments. We continually work on refining and developing newer, more efficient ASIC chips and mining machines to retain our status as a market leading brand. We had strategically targeted developing an expertise in designing and developing ASIC chips for KAS as the mining algorithm underlying this coin is similar to the algorithm utilized by Bitcoin. The experience and insights we have gained has positioned us well to leverage our enhanced financial capacity to design, for our own use and for external sales, mining machines that can expand our business into mining larger cryptocurrencies such as Bitcoin.

As our subsidiaries produce cryptocurrencies through their mining operations, they exchange cryptocurrencies mined for fiat currency on a regular basis to generate cash flow to fund our subsidiaries’ business operations. We attribute our substantial growth in the cryptocurrency mining business since our inception to our strategic focus on selected alternative cryptocurrency mining. These selected alternative cryptocurrencies are generally considered to have more growth potential with higher risks compared to large-capitalization cryptocurrencies. To mitigate such risks and maximize profit potential, our subsidiaries adopt a flexible approach to mining operations by using their cloud-based mining machine management software to monitor mining results on a daily basis and, on an as-needed basis, adjust the ratio of cryptocurrencies to be mined. As our business evolves to potentially include additional currencies such as Bitcoin, we presently anticipate maintaining this policy with respect to our mining operations.

We believe that our innovative research and development capabilities are a key competitive strength as this has enabled us to design and deliver mining machines that are robust and come in various sizes to address the needs of various size segments of the mining industry. Users of our machines, including our subsidiaries, have the ability to conduct cryptocurrency mining while retaining the flexibility to select a machine size that suits their specific needs and storage facility specifications. Our subsidiaries fully rely on our self-designed mining machines for their daily cryptocurrency mining operations. To date, through our subsidiaries, we have designed 29 and put into use nine different models of cryptocurrency mining machines, each specifically adapted and dedicated to mining a specific cryptocurrency. The most recently designed of these machines is dedicated to the mining of Bitcoin, and as of the date of this annual report, a functional prototype of such machine has been developed.

As of December 31, 2025, our subsidiaries owned a total of 74,743 mining machines for operation purposes, of which 4,655 were in operation, and 70,088 were not operated and were stored in mining farms and a hosting facility in the U.S., our warehouses in Hong Kong and in Nebraska, or stored by our partner manufacturers in Malaysia and the U.S. Through our subsidiaries, we currently manage and operate some of our mining machines in the U.S. at mining farms owned by our subsidiaries in Omaha, Nebraska and York, Nebraska. The remaining mining machines were previously hosted by a third-party hosting service provider in the state of Ohio, currently subject to an orderly unwind. As of December 31, 2025, other than 211 mining machines located in our warehouse in Hong Kong and 26,584 mining machines stored by our partner manufacturer in Malaysia, all the mining machines owned by our subsidiaries were located in the U.S. See “— Growth Strategies — Further Integrating Our Business Model across the Value Chain.”

We strive to continuously develop and implement technological improvement into our subsidiaries’ mining processes. The technological cornerstone of our subsidiaries’ cryptocurrency mining operations is their proprietary cloud-based mining machine management software, which is used at all of the mining farms in which our subsidiaries currently, or historically, maintain and operate mining machines, and allows them to make timely and informed decisions as to the use and management of their mining machines.

Since September 2023, we have been providing mining pool services, which currently support the mining of KAS, through which we generate income by receiving crypto coins as rewards and deducting a percentage of such rewards as pool fees from payouts to pool participants. Our management team continuously evaluates our financial metrics and operating efficiency and in 2025 determined that the mining pool service does not meet our targeted financial metrics or operational efficiency metrics. As a result, we have determined that the mining pool business will be wound down and have proactively taken steps to implement this rundown of the business segment. See “— Mining Pools.”

For the fiscal years ended December 31, 2023, 2024 and 2025, the Company’s business operations were heavily dependent upon KAS coins. See “Item 3. Key Information—D. Risk Factors — Risks Related to Our Business and Industry — Our business operations are heavily dependent upon the stability and popularity of KAS coins and ALEO coins.”

Our revenue increased from US$257,268,371 for the fiscal year ended December 31, 2023 to US$302,277,581 for the fiscal year ended December 31, 2024, representing an increase of 17.5%, and decreased to US$67,395,903 for the fiscal year ended December 31, 2025, representing a decrease of 77.7%. We had a net income of US$139,760,782 for the fiscal year ended December 31, 2023, a net income of US$66,140,805 for the fiscal year ended December 31, 2024 and a net loss of US$176,952,806 for the fiscal year ended December 31, 2025.

Competitive Strengths

We believe that the following strengths differentiate us from our competitors:

Experience Driven Innovative Research and Development Capabilities

We believe that we recognize the practical requirements of mining machine operator. We believe that this insight combined with our innovative research and development capabilities are a key competitive strength as this has enabled us to design and deliver robust mining machines that come in different sizes to address the needs of various size segments of the mining industry. The operators of our machines, including our subsidiaries, have the ability to conduct cryptocurrency mining while retaining the flexibility to select a machine size that suits their specific needs and storage facility specifications. Our subsidiaries fully rely on our self-designed mining machines for their daily cryptocurrency mining operations. To date, through our subsidiaries, we have designed 29 and put into use nine different models of cryptocurrency mining machines, each specifically adapted and dedicated to mining a specific cryptocurrency. The most recently designed of these machines is dedicated to the mining of Bitcoin, and as of the date of this annual report, a functional prototype of such machine has been developed.

In addition to hardware design, we have also developed proprietary software to make our operations more efficient. In order to minimize the risks associated with the fluctuation in the market price of cryptocurrencies, our cryptocurrency mining subsidiaries utilize our proprietary cloud-based mining machine management software to monitor the amount and fluctuation of the market price of cryptocurrencies mined on a daily basis and, on an as-needed basis, adjust the ratio of cryptocurrencies to be mined.

We intend to continue investing in research and development to expand our product and service offerings, venture into new markets, and capture new business opportunities. Our efforts are currently focused on designing and developing ASIC chips suitable to mine additional cryptocurrencies including Bitcoin and developing new models of mining machines. For details on the research and development capacities of our subsidiaries, see “— Research and Development.”

A Strategic Focus on Maintaining Operational Flexibility

We believe that our management team’s continuous focus on retaining operational flexibility has enabled our Company to proactively seize revenue opportunities and to strategically position ourselves for future growth. We were established as a cryptocurrency mining business in 2019. Given our limited financial resources at the time, we decided to focus on selected alternative cryptocurrencies as it was more cost effective, but we avoided committing to any single cryptocurrency. We leveraged our in-house technical expertise to design the software and the ASIC chips that could efficiently mine the different types of cryptocurrencies that we focused on. This experience has built our understanding of how to approach designing the appropriate software to address the PoW algorithms of various cryptocurrencies which we can leverage opportunistically to address the evolving dynamics of cryptocurrencies for which we presently build mining machines, or for additional cryptocurrencies for which we may consider developing and building mining machines in the future.

While our long-term strategic focus has always been on self-mining and generating service revenue from hosting and mining pools that leverage our mining farm capacity, we recognized early on that other miners valued our proprietary chip design and mining machines. As an early stage growth company, we recognized the opportunity to fund our growth strategy by exploiting this interest in our mining machines. We expect to continue to leverage our research and development capabilities to address the various market segments of cryptocurrency mining machine operators We also recognize that our mining machine customers also represent an ongoing potential source of clients for our mining machine hosting businesses.

By retaining operating flexibility, we have been able to navigate through evolving regulatory landscapes in different jurisdictions and still scale our business to optimize operational efficiency, energy costs and presently operate through subsidiaries located in the United States, Hong Kong and Singapore.

We monitor existing and newly launched cryptocurrencies and hold internal sessions on a regular basis to evaluate the viability and profitability of mining such cryptocurrencies. In conducting such evaluations, we research the details of the background and development team of the cryptocurrency, (i) determine whether our subsidiaries’ existing mining machines will be capable of mining such type of cryptocurrency, be able to do so in a cost-effective manner and whether we need a new mining machine for such mining work, (ii) estimate the growth potential of such type of cryptocurrency, and (iii) assess its liquidity. Our subsidiaries are typically able to start mining a cryptocurrency within two to four weeks after completing their evaluations of such newly launched cryptocurrencies if we conclude that the opportunity is feasible from a cost-benefit perspective.

We believe that our current focus on selected cryptocurrencies and business strategies with respect to newly launched cryptocurrencies, combined with our cloud-based mining machine management software is a distinctive competitive advantage that gives us the operational flexibility required to react to market fluctuations in an expedient manner and maximize our profitability. With this competitive advantage, we believe that we are well-positioned to continue growing our business and strengthen our market position in the industry as the market for cryptocurrencies continues to expand.

Proprietary Technologies Support a Defensible Business Model

We have focused on research and development since our inception. Through our subsidiaries, we have designed and manufactured energy-efficient and powerful cryptocurrency mining machines, specially designed for mining selected cryptocurrencies, which our subsidiaries fully rely on for their day-to-day cryptocurrency mining activities. As of the date of this annual report, our subsidiaries had designed 29 and put into use nine different models of mining machines, with power consumption ranging from 10W to 5,920W and hash rate of up to approximately 30 TH/s, and we have a proven track record in designing ASIC mining machines with seven successful tape-outs. Our “M” series mining machines are equipped with FPGA chips sourced from third party suppliers, the “KS,” “AE,” “AL” and “RX” series machines are equipped with our self-developed ASIC chips. On March 17, 2026, we announced the successful tape out of our BT1 ASIC chip which is designed for mining Bitcoin. The BT1 chip is presently in the process of continued efficiency refinement but a prototype miner has been developed though not commercially released at the time of this annual report. For details of our subsidiaries’ mining machines, see “— Mining Machines.”

Additionally, through our subsidiaries, we have designed and developed technology specifically for the smooth operations of our subsidiaries’ mining machines, including a proprietary cloud-based mining machine management software. This management software allows our subsidiaries to turn each mining machine on or off and monitor certain crucial data of their machines in real time, including, but not limited to, the current status, settings, computing power, and the total active time of each machine. Mining farm facilities maintained and operated by our subsidiaries are equipped with this cloud-based mining machine management software. For details, see “— Mining Machine Management Software.”

We intend to continue investing in research and development through our subsidiaries to expand our product and service offerings, venture into new markets, and capture new business opportunities. Our efforts are currently focused on developing new models of mining machines. We expect to continue designing different models of ASIC chips and starting additional mining farms. We recognize that in addition to proprietary technology, access to sufficient, economical power supply is a key competitive advantage and a barrier to entry for our competition. We remain in a proactive process of expanding our mining farm network through constructing, leasing or acquiring additional farms. In pursuing this expansion, we prioritize strategic cost-efficiency over a singular focus on aggregate scale. Our evaluation of cost-efficiency is centered on a rigorous cost-control discipline, specifically targeting the optimization of low electricity rates in combination with a scalable, technology-driven low operating expense structure. We recognize, however, that current market conditions may limit our ability to scale significantly in the near term. Recent volatility in cryptocurrency prices, rising power rates, and the impact of global trade disruptions have affected the industry at large. For details on the research and development capacities of our subsidiaries, see “— Research and Development.”

We regard the ability to innovate as critical to our success and future growth, and we believe that our strong in-house research and development capabilities and continued investment in research and development will provide us with an advantage over our competitors.

Experienced and Visionary Management Team with Proven Track Records

Our management team is led by our co-founders Mr. Qiuhua Li and Mr. Qingfeng Wu, who both have extensive technology sector experience and senior management experience. Mr. Qingfeng Wu is also experienced in hardware development. Our co-founders are complemented by other colleagues on the team who bring their own diverse, relevant experiences and expertise to the business. We believe that our management team’s clear vision regarding our business objectives and their commitment to our overall strategy has been a key enabler in helping us achieve the success and growth we have delivered over the past few years. We believe that in the future we will continue to benefit from our senior management team’s industry knowledge, diverse background and skills, and clear version for our ongoing development.

Growth Strategies

Through our subsidiaries, we plan to implement the following growth strategies:

Further Integrating Our Business Model Across the Value Chain

We believe that there are multiple synergies across the cryptocurrency mining value chain. We intend to capture additional value for our business by focusing on even greater integration and cross selling across the spectrum of opportunities that are available to us given our business model that encompasses research and development, chip design and development, mining machine design, manufacturing, and selling, cryptocurrency mining, and mining farm hosting services. We believe that by focusing on the complete suite of capabilities, we can scale revenue faster by identifying and leveraging opportunities to cross sell products and services to external customers and also by scaling our own proprietary mining business faster as the larger revenue base reduces our marginal fixed cost burden thus enabling economical revenue growth. In addition to providing a platform for growth, our integrated business model also helps reduce our dependency on any single business segment which mitigates revenue volatility and promotes greater stability in our overall operating model. As part of our continuing effort to grow via further integrating our business segments, we intend to continue focusing on designing and developing new, improved ASIC chips, more efficient mining machines and adding additional mining farms.

Mining farms and Hosting Facilities.    As of the date of this annual report, through our subsidiaries, we manage and operate mining farms owned by our subsidiaries in York, Nebraska and Omaha, Nebraska. In both these facilities, we operate our own mining machines and host mining machines for our cryptocurrency mining customers. Some of these customers also participate in the mining pools that we still operate though in the process of winding down. The remaining mining machines were previously hosted by a third-party hosting service provider in the State of Ohio, currently subject to an orderly unwind. As of the date of this annual report, machines in operation are utilizing approximately 22MW in power consumption, and our mining farms have an aggregate power capacity of 22MW. For the criteria for selecting sites for our subsidiaries’ mining farms, see “— Mining Farms and Hosting Facilities.” We remain in a proactive process of expanding our mining farm network through constructing, leasing or acquiring additional farms. In pursuing this expansion, we prioritize strategic cost-efficiency over a singular focus on aggregate scale. Our evaluation of cost-efficiency is centered on a rigorous cost-control discipline, specifically targeting the optimization of low electricity rates in combination with a scalable, technology-driven low operating expense structure. We recognize, however, that current market conditions may limit our ability to scale significantly in the near term. Recent volatility in cryptocurrency prices, rising power rates, and the impact of global trade disruptions have affected the industry at large. We are currently engaged in preliminary discussions with owners of selected mining farms, or land suitable for such mining farms, with respect to the construction or acquisition of new mining farm capacity, though no definitive agreement has been entered into as of the date of this annual report. We are also continuing to evaluate additional leasing options to support our growth plans.

ASIC Chips.    An ASIC chip is an application-specific integrated circuit and, in cryptocurrency mining, it is a microchip designed to solve cryptographic algorithms as quickly as possible and is one of the most crucial components of a mining machine. Compared to its predecessors, including CPUs and GPUs, ASIC chips are able to solve cryptographic algorithms much faster and with greater energy efficiency. Given the importance of ASIC chips in the cryptocurrency value chain, a focus of our subsidiaries’ research and development efforts has been on developing their own ASIC chips, such that our subsidiaries are able to further increase the computing power and power efficiency of their mining machines and advance their competitive position in the industry. As of the date of this annual report, our subsidiaries have developed a number of proprietary ASIC chips for a select set of alternative cryptocurrency coins. On March 17, 2026, we announced the successful tape out of our BT1 ASIC chip which is designed for mining Bitcoin. The BT1 chip is presently in the process of continued efficiency refinement but a prototype miner has been developed though not commercially released at the time of this annual report. Historically, some of the ASIC chips we have designed, have been put into production and installed in our “KS” series, “AL” series, “RX” series, and “AE” series mining machines. Currently, the “KS” series machines we operate represent approximately 87.52% of the total mining machines we have in operation, including the machines we host on behalf of customers.

Sale of Mining Machines.    In April 2023, we started selling mining machines designed by us, installed with our proprietary ASIC chips, to customers. This line of business has contributed approximately 85.43% of our total revenue for the fiscal year ended December 31, 2023, 63.57% of our total revenue for the fiscal year ended December 31, 2024, and 22.63% of our total revenue for the fiscal year ended December 31, 2025, and has since its launch become a crucial business segment. Going forward, we plan to launch marketing campaigns for our mining machines through a combination of online advertisements including social media advertisements, and attending industry conferences in-person, in order to boost sales to our target customers, comprising mining machine distributors, mining companies and individual miners. See “— Sale of Mining Machines.” Higher external sales also enable us to achieve economies of scale in our ASIC mining machine manufacturing processes which helps reduce the marginal cost of production of individual units which in turn makes our machines more competitive from a cost and return on investment perspective.

Designing New ASIC Chips and Mining Machines

To date, we have designed 29 and put into use nine different models of cryptocurrency mining machines that leverage our various proprietary ASIC chips. We are continuously making efforts to develop ASIC chips and mining machine models with greater computing power compared to current models that are dedicated to a growing number of cryptocurrencies using proof-of-work consensus algorithms. At the end of calendar year 2024, our research and development team successfully developed two new models under the “KS” series, which were launched in March 2025. The newly developed KS7 model is capable of achieving a hash rate of up to 30 TH/s, doubling the hash rate of the best-performing machines of our previous KS5M model. Leveraging our experience with designing ASIC chips and mining machines for selected alternative cryptocurrencies, our research and development team is currently in the process of designing and developing two new series of ASIC chips and mining machines: (i) the “BL1” series ASIC chips and mining machines, dedicated to the mining of Dogecoin, and (ii) “BT1” series ASIC chips and mining machines, dedicated to the mining of Bitcoin. As of the date of this annual report, we have entered a tape-out phase, the critical milestone in the development process as we have completed the design and simulation verification of the “BT1” model ASIC chip. Tape-out represents a key stage in the overall ASIC chip development process, as it marks the pivotal step in transition from design to physical production. We believe that these new mining machines will enable us to address a much larger market opportunity as Bitcoin and Dogecoin both have larger market capitalizations compared to the selected alternative cryptocurrencies that we have been historically focusing on. Expanding into these new markets represents a growth opportunity for our various revenue segments. As of the date of this annual report, the Company’s research and development team has developed a prototype Bitcoin miner based on the BT1 ASIC chip. We expect the total research and development expenses to be incurred for both the “BL1” and “BT1” projects to be approximately US$10 million, and we plan to use our cash on hand and cash generated from operating activities to fund our research and development efforts in connection with these projects.

Increasing Research and Development Efforts

The global cryptocurrency industry is characterized by rapid technological development and continual introduction of new models of mining machines equipped with chips of a new generation. As a technology company with substantially all of our revenue generated from business operations related to the cryptocurrency industry, including sale of mining machines and cryptocurrency mining, among others, we believe that our future success depends largely on our ability to mine cryptocurrencies at a faster pace and with greater computing power, lower energy costs, and lower environmental impact than our competitors. We will continue to invest in research and development and leverage the knowledge acquired to further grow our business in the different segments of the cryptocurrency industry. Specifically, we have been and will continue to expand our research and development efforts to design proprietary ASIC chips and power efficient mining machines. For details, see “— Research and Development.”

We plan to continue investing in enhancing our research and development capabilities. This is expected to include; (i) recruiting additional talented personnel specialized in chip design, algorithm optimization, software development, and mining machine development, and (ii) upgrading existing research and development facilities. As of December 31, 2025, we had 50 members in our various research and development teams, including PRC individuals and employees based in Hong Kong and the U.S.

We plan to implement the abovementioned strategies and create a value chain in the cryptocurrency industry and the blockchain technology ecosystem, which we believe will contribute to the diversification of our revenue streams and our continued growth and success.

Blockchain and Cryptocurrency Mining Overview

Blockchain is the ledger technology that underlies cryptocurrencies. A blockchain is a decentralized, distributed and encrypted digital public ledger that stores information in a secure, verifiable and permanent way. An advantage of blockchain over other database technologies is that it is completely decentralized, meaning that no entity or computer owns and stores the full database, and blockchain guarantees the security of a record of data and generates trust without the need for a trusted third party.

A cryptocurrency is a type of decentralized, encrypted digital asset that acts as a medium of exchange and/or store of value. Cryptocurrencies are not backed by a central bank or governmental entity, have no physical form and are usually not tied to a value index. Instead, cryptocurrencies are created and allocated through a process called “mining” and the persons that create new cryptocurrencies through mining are called “miners.”

Cryptocurrency mining and miners

Cryptocurrency mining is the process of using specialized and high-powered mining machines to solve advanced cryptographic math computations, verifying the authenticity of such cryptocurrency transactions for the blockchain transaction public ledger. These solved math problems or authenticated transactions are then combined into blocks, with these blocks having specific requirements in terms of size and proof-of-work, and later published to the blockchain. A miner that verifies and solves a new block is awarded a portion of newly generated digital coins, which can then be sold on the market to generate transaction fees and profits for the mining company or retained by the miner for future use.

Mining pools

An individual miner’s daily expected rewards in mining a type of cryptocurrency are proportionate to its contribution to such cryptocurrency’s aggregate hash rate on its network. However, given the nature of how the mining process works, the chance of successfully mining blocks is probabilistically determined by the law of large numbers and there is significant variance involved in mining, especially for individual miners. To address this issue, smaller or individual miners increase their probability of being awarded coins by pooling their processing resources into a “mining pool.” A mining pool is a platform where miners use their computing power to jointly provide cryptocurrency transaction verification services on a blockchain and share mining rewards in proportion to the amount of hashing power contributed by each participant. By participating in a mining pool, a miner is more likely to receive a smaller, yet steady, stream of mining rewards.

Performance metrics

Network hash rate

Mining machines conduct complex computations to verify transactions in the blockchain and these computations are measured in “hash rate” or “hashes per second.” “Hash rate” is defined as the speed at which a computer can take any set of information and turn it into letters and numbers of a certain length, known as a “hash.” A “hash” is the computation run by mining machines in support of the blockchain; therefore, a miner’s “hash rate” refers to the rate at which it is capable of solving such computations. The total hash rate is a measure of the computing power of the network. A participant in a blockchain network’s mining function has a hash rate total of mining machines deployed by such participant seeking to mine a specific digital asset and, network-wide, there is a total hash rate of all miners seeking to mine each specific type of digital asset. If a mining participant has a higher total hash rate than the blockchain network’s total hash rate, this participant generally sees a higher success rate in digital asset rewards over time as compared to other mining participants with relatively lower total hash rates.

Mining Difficulty

Mining difficulty refers to the level of process power, or hash rate, required for solving and authenticating a complex cryptographic block. Mining difficulty automatically adjusts by increasing or decreasing the computing requirement for verifying a block when there is a corresponding increase or decrease in the total hash rate of a network.

Mining Machines

Since our inception in 2019, our subsidiaries have worked towards the design of energy-efficient and powerful mining machines, which our subsidiaries fully rely on for their day-to-day cryptocurrency mining activities. As the cryptographic algorithms involved for mining different types of cryptocurrencies differ, our subsidiaries have developed machines suitable for mining different types of cryptocurrencies. To date, our subsidiaries have designed 29 and put into use nine different models of cryptocurrency mining machines. The most recently designed of these machines, BT0, is dedicated to the mining of Bitcoin, and as of the date of this annual report, a functional prototype of such machine has been developed.

Set forth below is a summary of the features of each cryptocurrency mining machine model put into use as of the date of this annual report:

As of the date of this annual report, our subsidiaries own, for their own operational purposes, 1,008 M5 machines, 506 M6 machines, 370 M8 machines, 1,168 M9 machines, 982 M10 machines, 741 M11 machines, 7 KS2 machines, 300 KS3M machines, 10,586 KS5L machines, 7,041 KS5M machines, 4,826 KS7 machines, 325 KS7H machines (testing model), 19 AE3 machines, and 620 AE5 machines (testing model), and as of the same date, our subsidiaries have deployed 16 AE3 machines, 596 AE5 machines (testing model), 4,002 KS7 machines, and 291 KS7H machines (testing model) in their cryptocurrency mining activities. With their mining machines, on a daily basis, our subsidiaries mined cryptocurrencies of an average value of US$35,617, US$123,370 and US$117,645 or the fiscal years ended December 31, 2023, 2024 and 2025, respectively.

Through our subsidiaries, we have developed mining machines under the series “KS”, “AL”, “RX” and “AE”, with each series designed for mining KAS coins, ALPH coins, RXD coins and ALEO coins, respectively. We are presently focused on developing the “BL1” and “BT1” series of mining machines, dedicated to the mining of Dogecoin and Bitcoin, respectively. As the next step and before the end of April 2026, we plan to debut a prototype of our “PortableBTC,” BT0, as a commemorative prototype model created to mark our entry into the bitcoin mining hardware journey.

Consistent with the Company’s existing practice, these new ASIC mining machines series are also expected to utilize our proprietary ASIC chips. See “— Growth Strategies — Further Integrating Our Business Model across the Value Chain.” For details of our research and development efforts, see “— Research and Development.” 

Procurement, Production and Assembly

Our subsidiary, Bgin Singapore, coordinates with four different third-party production partners for the manufacturing and assembly of our subsidiaries’ mining machines. Prior to July 2023, Shenzhen Bgin, an affiliated entity of ours, was responsible for engaging and coordinating with such third-party production partners on behalf of Bgin HK. The following flowchart illustrates the general production process of mining machines.

Machine component procurement

Our subsidiaries utilize FPGA chips sourced from third-party suppliers for their M series machines, and their proprietary ASIC chips for their “KS,” “AE,” “AL” and “RX” series machines. We expect to utilize our own proprietary ASIC chips for our “BL1” and “BT1” series machines. The other main components of our subsidiaries’ mining machines include, but not limited to, PCBs, other electronic components, and structure components. From March 2019 to February 2022, Shenzhen Bgin procured most of these components on our behalf from suppliers in China in accordance with our subsidiaries’ production plans. Shenzhen Bgin then stored these produced components at its warehouses and distributed such components to the third-party production partners based on each order. Since March 2022, we have sourced machine components exclusively through our subsidiaries and we do not intend to source components through Shenzhen Bgin or any other affiliated entity in the future.

Suppliers

To help ensure the consistent quality of their mining machines, our subsidiaries carefully evaluate the suitability of potential suppliers. In particular, our subsidiaries take into account factors including, but not limited to, a potential supplier’s operating history, operational scale, industry reputation, product quality, quality control effectiveness, technological expertise, pricing, reliability, production capacity, and its ability to meet our subsidiaries’ delivery timeline. Our subsidiaries also constantly monitor the machine components being sourced, and conduct reviews and evaluations on a regular basis with respect to each supplier’s performance, based on which our subsidiaries regularly adjust the list of suppliers from whom machine components are sourced for our subsidiaries’ mining machines. Our subsidiaries do not maintain strategic framework agreements or long-term procurement agreements with most of the suppliers, and our subsidiaries purchase machine components from most of the suppliers on an order-by-order basis. See “Item 3. Key Information—D. Risk Factors — Risks Related to Our Business and Industry — Our subsidiaries do not maintain long-term contracts with most of their suppliers. If our subsidiaries are unable to source from their current suppliers and unable to find acceptable substitutes at reasonable costs or at all, our production costs may increase and our business and results of operations may be materially and adversely affected.” Despite the absence of long-term agreements, during the fiscal years ended December 31, 2023, 2024 and 2025, our subsidiaries did not experience any significant difficulties in procuring machine components, and nor did they encounter any significant problems with the quality of their machine components procured. In the fiscal years ended December 31, 2023, 2024 and 2025, our subsidiaries sourced machine components from a total of 67, 124 and 125 suppliers, respectively. Currently, our largest component supplier is based in Hong Kong.

ASIC Chips

We focus on the design and development of ASIC chips tailored for our self-developed mining machines and outsource the manufacturing process to specialized third-party partners. Specifically, we collaborate with a leading foundry in Asia outside of China for wafer fabrication, after which the chips are shipped to our partner manufacturers in Malaysia, China and Singapore for final assembly into mining machines. This strategy enables us to leverage the expertise of industry-leading suppliers, optimizing both efficiency and quality.

On October 11, 2024, Bgin SG entered into a three-year master foundry product development agreement with the foundry. The agreement outlines key terms such as each party’s deliverables, responsibilities in foundry projects, acceptance timelines, and ownership and use restrictions. For each foundry project, specific details, including design and product specifications, delivery schedules, and payment terms, are documented in separate project statement agreements.

For example, in connection with the October 2024 master agreement, we also executed a project statement agreement with the foundry for the production of certain ASIC chips to be used in our “KS” series machines designed for KAS mining. Under this agreement, we agreed to pay the fees of US$10.5 million for the services rendered by the foundry related to this project.

Production and assembly

Once chips and other components have been procured, production of our subsidiaries’ mining machines entails PCB assembly and general assembly. PCB assembly is the process of creating mounted circuit boards and, through general assembly, the circuit boards are then integrated with other components and parts to produce the final products.

Our subsidiary, Bgin Singapore, engages third-party production partners to assemble our subsidiaries’ products, including PCB assembly and general assembly. The terms and details of the arrangement with third-party production partners are set out in individual written work orders placed by Bgin Singapore, and the amount of work for each work order is determined on an as-needed basis. To maintain product quality, our subsidiaries impose stringent quality control standards and measures, in addition to those of the production partners. Such measures include mandatory product testing after PCB assembly and general assembly. See “— Quality Control.”

Quality Control

Our subsidiaries focus on quality control in all aspects of the production of mining machines. Our subsidiaries impose stringent quality control standards and measures to ensure that our subsidiaries’ products can function properly and are able to mine cryptocurrencies with their target computing power.

After the production partners complete the stage of PCB assembly, the production partners conduct quality tests based on our subsidiaries’ protocols to ensure that the quality of PCBs produced meets the standards set by our subsidiaries. Only those PCBs that pass our subsidiaries’ quality standards will be used for general assembly. After the final products are assembled, the production partners conduct both quality tests and sampling accelerated aging tests to assess the final quality and understand the lifespan of those mining machines produced. Once a batch of final products passes both tests, they will be shipped to mining farms or hosting facilities where our subsidiaries’ mining machines are operated and put into use.

Mining Machine Management Software

Part of our research and development efforts have been dedicated to designing and developing software to manage and optimize the performance of their mining machines and infrastructure in real-time and provide critical controls to our subsidiaries’ mining operations. To date, our subsidiaries have equipped all mining farms where our subsidiaries’ mining machines are operated with our proprietary cloud-based mining machine management software. With this proprietary management software, our subsidiaries are able to turn each mining machine on or off and monitor certain crucial data of these machines in real time, including, but not limited to, the current status, settings, computing power, and the total active time of each machine. We believe that with this proprietary mining machine management software, our subsidiaries are empowered to make timely and informed decisions regarding their mining machines and more effectively manage such machines’ energy use by putting mining machines online or offline.

The interface of our management software has been designed in a manner which we believe enables a user to access four different main functions of the software with ease:

Mining Farms and Hosting Facilities

A mining farm or hosting facility functions as a storage facility where mining machines mine cryptocurrencies. Our subsidiaries construct and operate mining farms, whereas hosting facilities are owned and operated by third parties, with whom we enter into agreements for the hosting of our subsidiaries’ mining machines. We select sites for mining farms managed by our subsidiaries and for hosting facilities to place and operate our subsidiaries’ mining machines based on criteria including but not limited to:

Through our subsidiaries, we manage and operate some of our mining machines at mining farms owned by our subsidiaries in York, Nebraska and Omaha, Nebraska. The remaining mining machines were previously hosted by a third-party hosting service provider in the State of Ohio, currently subject to an orderly unwind. Currently, our subsidiaries’ mining farms are used to host our subsidiaries’ mining machines which engage in their proprietary mining activities and to host machines owned by our customers. Our subsidiaries also equip these mining farms and hosting facilities with supporting staff to monitor the functioning of the mining machines and trouble shoot basic everyday technical difficulties.

As of December 31, 2025, among all these machines, 4,655, or approximately 6.23% of the total 74,743 mining machines our subsidiaries owned for operation purposes, were in operation, primarily as a result of the decline in the market price of KAS, which rendered KAS mining uneconomical relative to prevailing electricity costs. Other than those located at our mining farms and a hosting facility in the U.S., as of December 31, 2025, we had 211 mining machines located in our warehouse in Hong Kong, 35,344 in our warehouse in Papillion, Nebraska, 26,584 stored at our partner manufacturer’s warehouse in Malaysia, and 225 machines in the possession of a partner manufacturer in San Jose, California, which assists the Company in upgrading certain mining machine models.

The following chart sets forth the details of the mining farms, hosting facility and warehouses with the location of our subsidiaries’ mining machines as of December 31, 2025:

Sale of Mining Machines

Since April 2023, through our subsidiaries, we have sold our self-designed mining machines to customers. As of the date of this annual report, the models of mining machines sold include all the models under the “KS” series, “AL” series, “RX” series and “AE” series, dedicated to the mining of KAS coins, ALPH coins, RXD coins, and ALEO coins, respectively. See “— Mining Machines.”

For the fiscal year ended December 31, 2023, our subsidiaries sold a total number of 67,998 machines, with the KS0 model representing approximately 47.53% of the number, the KS0 Pro model representing approximately 19.92% of the number, the KS3M model representing approximately 19.68% of the number, the KS1 model representing approximately 4.74%, the KS2 model representing approximately 4.12%, and the models KS3 and KS3L representing approximately 4.01%. For the fiscal year ended December 31, 2023, we generated a total of approximately $219.78 million in revenue from selling mining machines, representing approximately 85.43% of our total revenue for that fiscal year.

For the fiscal year ended December 31, 2024, our subsidiaries sold a total number of 102,849 machines, the KS0 model representing approximately 0.02% of the number, the KS0 Pro model representing approximately 19.77% of the number, the KS0 Ultra model representing approximately 31.44% of the number, the KS1 model representing approximately 0.04%, the KS2 model representing approximately 0.05%, the KS2LITE model representing approximately 0.89%, the KS3M model representing approximately 6.86% of the number, the model KS3 representing approximately 0.14%, the model K5L representing approximately 19.22%, the model K5M representing approximately 3.78%, the model AL0 representing approximately 10.60%, the model AL2LITE representing approximately 2.62%, the model AL3 representing approximately 2.30%, and the model RX0 representing approximately 2.27%. For the fiscal year ended December 31, 2024, we generated a total of approximately $192.16 million in revenue from selling mining machines, representing approximately 63.57% of our total revenue of that fiscal year.

For the fiscal year ended December 31, 2025, our subsidiaries sold a total number of 9,410 machines, with the KS0 Pro model representing approximately 0.2%, the KS0 Ultra model representing approximately 2.87%, the KS2LITE model representing approximately 0.22%, the model K5L representing approximately 0.7%, the model K5M representing approximately 2.06%, the model KS7 representing approximately 3.73%, the model KS7LITE representing approximately 4.85%, the model AL0 representing approximately 1.7%, the model AL2LITE representing approximately 0.38%, the model AL3 representing approximately 0.14%, the model RX0 representing approximately 0.01%, the model AE0 representing approximately 32.75%, the model AE1LITE representing approximately 36.99%, the model AE1300M representing approximately 3.89%, the model AE2 representing approximately 6.93%, the model AE3 representing approximately 2.57%. For the fiscal year ended December 31, 2025, we generated a total of approximately $15.25 million in revenue from selling mining machines, representing approximately 22.63% of our total revenue of that fiscal year.

Our subsidiary, Bgin Singapore, engages third-party production partners to assemble our subsidiaries’ mining machines. The production process of the mining machines we sell is identical to that of the mining machines we use in our daily operations. For details, see “— Mining Machines.”

Pricing and Sales Model

We determine the pricing of machines based on the prices of machines with similar capacities and performance available on the market, the trading price and attractiveness of the crypto assets these machines are designed for, and the prices of each model vary based on their hash rates. Generally, a model with higher hash rate affords us with greater flexibility in pricing, as we expect these models to be more popular due to their enhanced efficiency in mining KAS or other selected alternative cryptocurrency coins. As of the date of this annual report, our subsidiaries offer their machines at prices ranging from US$129 to US$5,999.

Our machines are available for purchase only through our website, iceriver.io. Customers may view and place orders for machines they intend to purchase directly through the website. Such orders typically contain the price, quantity, and model of the machines, as well as fulfillment methods and expected date of delivery or availability.

After a customer order is received, we then place an order with our third-party production partners to assemble the machines required. Customers may opt for delivery or in-person pick-up as the fulfillment method. If the customer chooses delivery as the fulfillment method, delivery is carried out by a third-party logistics partner, with whom we maintain a long-term agreement, which will be shipped directly by our third-party production partners for delivery at the customer’s designated address. If the customer chooses to pick up the machines, machines will be available for pick-up at our subsidiaries’ warehouse in Hong Kong. For machines purchased by customers opting for miner hosting services, they will be shipped to one of our mining farms in Nebraska for subsequent installment and operations. See “— Miner Hosting Services.”

Submitting Payment through CoinPal

The sales price is stipulated in the U.S. dollars. However, customers may choose to pay using crypto assets. To make a payment in crypto asset coins, customers will be re-directed to our designated payment platform, CoinPal, on which customers may submit payment using Bitcoins, USDT, and Ethereum. The total price of an order in any cryptocurrency will be calculated automatically by CoinPal based on real-time exchange rate information between USDT and the chosen cryptocurrency. We have been advised by CoinPal that they retrieve real-time exchange rate information from Binance.com. Our customers are responsible for any transfer costs associated with transferring crypto assets as payment. For each payment, we are charged processing fees of 0.8% of the total payment amount by CoinPal, and the remaining payment will be remitted to us by CoinPal in USDT based on the conversion at the time of the purchase. We do not receive Bitcoins or Ethereum from CoinPal. Once CoinPal receives a customer’s payment, we are able to initiate a request to withdraw the available USDT to our wallet account. We have been advised by CoinPal that it stores the crypto assets received as payment for our mining machines in their own hot wallets or with Binance.com. See “Item 3. Key Information—D. Risk Factors — Risks Related to Our Business and Industry — Customers may submit cryptocurrencies, including USDT, as a form of payment through our designated payment platform, which creates substantial risks to us.”

By using CoinPal’s services, we agree to the terms set forth in CoinPal’s standard user agreement, which outlines CoinPal’s policies on account registration, scope of services, service fees, and other matters.

Since November 2022, Mr. Qiuhua Li has served as the chief executive officer of CoinPal Limited, a company formed in the BVI, which, through its subsidiaries, operates CoinPal. On April 10, 2025, Mr. Li acquired 100% of the issued and outstanding share capital of CoinPal Limited and CoinPal became a related party of the Company since then. For the fiscal years ended December 31, 2023, 2024 and 2025, USDT coins valued at US$199.8 million, US$188.7 million and US$17.17 million, respectively, were remitted to us by CoinPal. See “Item 7. Major Shareholders and Related Party Transactions — B. Related Party Transactions — Business transactions with CoinPal.”

Our Suppliers

Similar to the machines used in our daily operations, production of machines to be sold to customers require the same set of main components, including PCBs, other electronic components, and structure components. For the fiscal year ended December 31, 2023, one supplier contributed over 10% of our total purchases during the period, representing approximately 22.32% of our total purchases. Our largest supplier is based in Singapore, and our second and third largest suppliers are based in Hong Kong. For the fiscal year ended December 31, 2024, one supplier contributed over 10% of our total purchases during the period, representing approximately 61.5% of our total purchases. The largest supplier is based in Hong Kong, the second largest supplier is based in mainland China, and the third largest supplier is based in Singapore. For the fiscal year ended December 31, 2025, two suppliers each contributed over 10% of our total purchases during the period, representing approximately 49.54% and 10.04%, respectively, or 59.58% in the aggregate, of our total purchases. The largest supplier is based in Hong Kong, the second largest supplier is based in South Korea, and the third largest supplier is based in Malaysia. Our subsidiaries do not maintain any long-term contracts with most of their suppliers, and our subsidiaries purchase machine components mostly on an order-by-order basis based on their needs. If our subsidiaries lose any of these major suppliers and are unable to find acceptable substitutes at reasonable costs or at all, our production costs may increase, and our production process may be delayed or suspended. In such event, our business and results of operations may be materially and adversely affected. See “Item 3. Key Information—D. Risk Factors — Risks Related to Our Business and Industry — Our subsidiaries do not maintain long-term contracts with most of their suppliers. If our subsidiaries are unable to source from their current suppliers and unable to find acceptable substitutes at reasonable costs or at all, our production costs may increase and our business and results of operations may be materially and adversely affected.”

Our Customers

For the fiscal years ended December 31, 2023, 2024, and 2025, we sold our self-designed mining machines to approximately 4,445, 7,231, and 659 customers, respectively, who are primarily based in Hong Kong, the U.S. and Southeast Asia. Two customers’ purchases each contributed more than 10% of our aggregate revenue for the fiscal year ended December 31, 2023, representing approximately 17.38% and 13.3% of our aggregate revenue, respectively. For the fiscal year ended December 31, 2023, our largest customer was based in Vietnam, and the second largest customer was based in Hong Kong. For the fiscal year ended December 31, 2024, no customer contributed more than 10% of our total revenue. During the fiscal year ended December 31, 2025, one customer accounted for more than 10% of the Company’s total revenue, representing 15.92%. Such revenue was derived from our self-mining activity through a third-party mining pool under the cryptocurrency network standards. For the fiscal year ended December 31, 2025, this largest customer was based in Hong Kong. See “Item 3. Key Information—D. Risk Factors — Risks Related to Our Business and Industry — We depend on a few customers for a significant portion of our revenues and the loss of any such customers could adversely affect our business, financial condition, results of operations and cash flows.”

Customers who purchase our mining machines include individual miners, who use our machines for their own mining purposes, and distributors, who distribute and resell our machines to end users, who are typically individual miners. For the fiscal year ended December 31, 2023, individual miners and distributors represented 10.26% and 89.74% of our total customers, respectively. For the fiscal year ended December 31, 2024, individual miners and distributors represented 12.05% and 87.95% of our total customers, respectively. For the fiscal year ended December 31, 2025, individual miners and distributors represented 6.69% and 93.31% of our total customers, respectively.

The terms and conditions of surrounding the purchase and sale of our mining machines are set forth on our website, https://www.iceriver.io. By placing purchase orders through the online website, customers imply their consent to the terms and conditions set forth therein, including the following:

Miner Hosting Services

Since November 2023, we have been offering miner hosting services as an elective, value-added service to customers who purchase selected models of our self-designed mining machines. With our miner hosting services, we handle the setup, housing, operation and monitoring of our customers’ mining machines at our mining farms, providing daily maintenance on the mining hardware and other infrastructure. We believe that we have designed our hosting service as a simple and efficient option that offers our customers the ability to easily control their hosted machines globally via a desktop and mobile interface.

Customers interested in opting for miner hosting services may do so while placing a machine purchase order with us on our website, www.iceriver.io. To register for miner hosting services, customers are required to create an account with us and review and accept the terms of our hosting services agreement.

Machines purchased by customers enrolling in miner hosting services will be delivered to our mining farms or hosting facilities and installed by our team. The fees we charge to customers include a one-time set-up fee of US$20 per machine unit, and an electricity fee of US$0.08 per kWh incurred. Customers are required to make an advance payment covering set up fees up to two months’ worth of electricity fees and a deposit equivalent to 15 days’ electricity fees, and are encouraged to deposit funds with us on a regular basis. We deduct funds from our customers’ account balance on a monthly basis for electricity fees.

We offer professional support to our hosting customers and ensure that our customers’ servers operate for at least 97% of the time within a one-month period, except in the event of maintenance of the hosting facility or its associated infrastructure, any client server failure, or force majeure events. We conduct regular maintenance for customers’ machines without extra charge to customers. We provide a 6-month free warranty service for newly deployed mining machines. During the warranty period, if a mining machine malfunctions, we will provide repair services, and customers do not need to pay repair fees. If a mining machine malfunctions after the warranty period ends, the customer shall submit a repair work order. We will evaluate the specific fault conditions and provide a repair quotation, and the customer will decide whether to proceed with the repair. If on-site maintenance personnel cannot resolve the malfunction, we will make reasonable efforts to send the mining machine to the original manufacturer or a third-party repair service provider for handling.

Under the hosting services agreements we enter into with each customer, either party has a right to terminate the agreement with or without cause upon a 45-day prior written notice to the other party. Additionally, if a customer’s arrears reach 60 days, the hosting service agreement shall terminate automatically. Following the termination of the service relationship, we will return to customer the customer’s machines and any other related equipment owned by the customer, at the sole cost, expense and risk of the customer. If a customer does not provide his or her retrieval instructions within 15 days following the termination of service relationship, we retain the right to sell or retain possession of such customer’s machines.

As of December 31, 2025, we hosted 825 machines as part of our mining hosting services provided to customers, of which three were in operation and 822 were non-operational at our mining farm located in York, Nebraska. We believe that as we add mining farm capacity, we will be able to further scale this business segment. For details, see “— Mining Farms and Mining Facilities.”

Mining Operations

Through our subsidiaries, we started our mining operations in March 2019. We measure the success of our mining operations by the value of the cryptocurrency rewards our subsidiaries earn from their mining activities. As our subsidiaries produce cryptocurrencies through their mining activities, our subsidiaries exchange those cryptocurrencies for fiat currency such as U.S. dollars to generate cash flow to fund our business operations, subject to a combination of market and operational conditions. Since cryptocurrencies are generally susceptible to market changes and risks, our subsidiaries typically exchange the cryptocurrencies mined for Tethers within a reasonable timeframe after obtaining them, and then exchange the Tethers held into fiat currency on a regular basis. We have implemented the following plans to safeguard and store our crypto assets, which have been approved by our chief executive officer and executive chairman of the board of directors. First, given our current business scale, profitability, and risk tolerance, we hold a portion of our assets in USDT coins, not to exceed 20% of our net assets at any given time. To achieve this goal, we have been converting any extra USDT coins exceeding the 20% limit into fiat currency through exchanges including Actyve and MCE. Second, going forward, we intend to store our cryptocurrencies in licensed, U.S.-regulated centralized custodians and implement a multi-level authorization mechanism for access to ensure security.

On average, cryptocurrency exchanges impose a fee of approximately 0.2% for such transactions. We prioritize safety and reliability in selecting exchanges for conducting transactions. We take a series of precautionary measures to protect our cryptocurrencies, including opening accounts on reputable and reliable exchanges, setting up complex passwords and changing passwords on a frequent basis, adopting two-factor authentication for log-in, avoiding the use of public Wi-Fi for account access, and staying informed of the latest cybersecurity threats.

For the fiscal year ended December 31, 2023, we mined six cryptocurrencies, including KAS, IRON, RXD, NIM, KLS, and ALPH, which contributed 71.5%, 27.92%, 0.28%, 0.25%, 0.03%, and 0.02% of our total revenue for the fiscal year, respectively.

For the fiscal year ended December 31, 2024, we mined 13 cryptocurrencies, including KAS, ALPH, IRON, RXD, NIM, KLS, PYRIN, SEDRA, NEXELLIA, BUGNA, HOOSAT, PUG, and GRAM, which contributed 84.80%, 6.46%, 3.51%, 2.22%, 0.39%, 1.48%, 0.10%, 0.30%, 0.06%, 0.09%, 0.00%, 0.01%, and 0.57% of our total mining revenue for the fiscal year, respectively.

For the year ended December 31, 2025, we mined seven cryptocurrencies, including KAS and six other cryptocurrencies, which contributed 97.60% and 2.40% of our total mining revenue for the fiscal year, respectively.

The following table sets forth the revenue/value of cryptocurrencies mined, electricity costs, depreciation and other costs, and margin of each cryptocurrency mined during the fiscal years ended December 31, 2025, 2024 and 2023:

Performance Metrics

The following tables present the number of cryptocurrencies mined by our subsidiaries in the fiscal years ended December 31, 2023, 2024 and 2025 by type, total number of units in circulation of such cryptocurrencies, representing the number of units created and in existence as of a certain date, our market share, mining difficulty across the global network, and our hash rate and hash rate across the global network for mining each type of cryptocurrency.

NIM

KAS