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1、2025/5/11 23:18sec.gov/Archives/edgar/data/1996450/000121390025039870/ea0239365-s1a3_dmint.htmhttps:/www.sec.gov/Archives/edgar/data/1996450/000121390025039870/ea0239365-s1a3_dmint.htm1/96S-1/A 1 ea0239365-s1a3_dmint.htm AMENDMENT NO.3 TO FORM S-1As filed with the Securities and Exchange Commission

2、on May 6,2025Registration Number 333-282740 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 Amendment No.3 toFORM S-1REGISTRATION STATEMENT UNDERTHE SECURITIES ACT OF 1933 DMINT,INC.(Exact Name of Registrant as Specified in its Charter)Delaware 6199 87-2345483(State or other juri

3、sdiction of(Primary Standard Industrial(I.R.S.Employerincorporation or organization)Classification Code Number)Identification No.)1120 Avenue of the Americas4th Floor New York,NY 10036(212)278-0900(Address,Including Zip Code,and Telephone Number,Including Area Code,of Registrants Principal Executive

4、 Offices)Ronny YakovChief Executive Officer1120 Avenue of the Americas,4th Floor New York,NY 10036(212)278-0900(Name,Address,Including Zip Code,and Telephone Number,Including Area Code,of Agent for Service)with copies to:Barry I.Grossman,Esq.David Selengut,Esq.Justin Grossman,Esq.Ellenoff Grossman&S

5、chole LLP1345 Avenue of the AmericasNew York,NY 10105Phone:(212)370-1300Fax:(212)370-7889 Approximate date of commencement of proposed sale to the public:As soon as practicable after the effective date hereof.If any of the securities being registered on this Form are to be offered on a delayed or co

6、ntinuous basis pursuant to Rule 415 underthe Securities Act of 1933,check the following box.If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,please checkthe following box and list the Securities Act registration statement number

7、of the earlier effective registration statement for thesame offering.If this Form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following box and listthe Securities Act registration statement number of the earlier effective registration statement for t

8、he same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check the following box and listthe Securities Act registration statement number of the earlier effective registration statement for the same offering.Indicate by check mark whether the

9、registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,a smallerreporting company or an emerging growth company.See the definitions of“large accelerated filer,”“accelerated filer,”“smallerreporting company”and“emerging growth company”in Rule 12b-2 of the Exchange Act.La

10、rge accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company 2025/5/11 23:18sec.gov/Archives/edgar/data/1996450/000121390025039870/ea0239365-s1a3_dmint.htmhttps:/www.sec.gov/Archives/edgar/data/1996450/000121390025039870/ea0239365-s1a3_dmint.htm2/96 Emerging growth company

11、 If an emerging growth company,indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided to Section 7(a)(2)(B)of the Securities Act.The registrant hereby amends this registration stateme

12、nt on such date or dates as may be necessary to delay its effectivedate until the registrant shall file a further amendment which specifically states that this registration statement shallthereafter become effective in accordance with Section 8(a)of the Securities Act of 1933 or until the registrati

13、on statementshall become effective on such date as the Commission,acting pursuant to Section 8(a),may determine.2025/5/11 23:18sec.gov/Archives/edgar/data/1996450/000121390025039870/ea0239365-s1a3_dmint.htmhttps:/www.sec.gov/Archives/edgar/data/1996450/000121390025039870/ea0239365-s1a3_dmint.htm3/96

14、 The information contained in this preliminary prospectus is not complete and may be changed.These securities may not besold until the registration statement filed with the Securities and Exchange Commission is effective.This preliminaryprospectus is not an offer to sell these securities and it is n

15、ot soliciting an offer to buy these securities in any state where theoffer or sale is not permitted.PRELIMINARY PROSPECTUSSUBJECT TO COMPLETIONMay 6,2025 Shares of Common Stock,shares of Class A Common Stock and shares of Common Stockissuable upon conversion of the shares of Class A Common Stock DMI

16、NT,Inc.We are furnishing this prospectus to stockholders of The OLB Group,Inc.(“OLB”).DMINT,Inc.(the“Company”,“DMINT”,“we”)are currently a wholly-owned subsidiary of OLB.OLB will distribute shares of common stock(the“commonshares”)and shares of Class A common stock(the“Class A shares”)of DMint,repre

17、senting all of the outstandingcapital stock of the Company as a special distribution to holders of OLBs common stock and Series A Preferred Stock,on a prorata basis on or about _,2025.Stockholders of OLB will receive approximately _ DMINT common shares and _ Class A shares for eachshare of OLB commo

18、n stock owned at the close of business on _,2025.The owner of Series A Preferred Stock will receive apro-rata issuance of common shares in the Company based on the as-converted number of shares of Series A Preferred Stock.Thedistribution will be made on or about _,2025.Fractional common shares and C

19、lass A shares will not be distributed.Instead,thedistribution agent will aggregate fractional common shares into whole shares,sell such whole shares in the open market atprevailing rates promptly after our common shares commence trading on the Nasdaq Capital Market(“NASDAQ”),and distributethe net ca

20、sh proceeds from the sales pro rata to each holder who would otherwise have been entitled to receive fractional commonshares in the distribution.OLB will pay cash to each holder who would otherwise have been entitled to receive fractional Class Ashares in the distribution.All of the shares of DMINT

21、held by Ronny Yakov,the chairman of the Company and the largestshareholder of OLB(owning approximately _%of OLBs shares)and the Class A shares distributed to each of the remainingshareholders of the Company will be restricted from sale in the public market for a period of six months commencing on th

22、eDistribution Date(as defined below).On the 180-day anniversary of the Distribution Date,the Class A shares shall automaticallyconvert into common shares.We have applied to have our common shares listed on NASDAQ however we cannot assure you that our application will beapproved or,if approved,that a

23、n active trading market for the common shares will develop or be sustained.This Spin-OffDistribution will occur only if NASDAQ approves the listing of our common shares on NASDAQ.There is no established tradingmarket for the Class A shares and we do not expect a market to develop.We do not intend to

24、 apply for a listing for the Class Ashares on any securities exchange or other nationally recognized trading system.Without an active trading market,the liquidity ofthe Class A shares will be limited.We are an“emerging growth company”under the federal securities laws and have elect ed to comply with

25、 certain reduced publiccompany reporting requirements.Investing in our securities is speculative and involves a high degree of risk.See“Risk Factors”beginning on page 9.Neitherthe Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or

26、 determined if this prospectus is truthful or complete.Any representation to the contrary is a criminal offense.Neither the U.S.Securities and Exchange Commission(the“SEC”)nor any other regulatory body has approved ordisapproved of these securities or passed upon the accuracy or adequacy of this pro

27、spectus.Any representation to thecontrary is a criminal offense.Delivery of the common shares and Class A shares is expected to be made on or about ,2025.The date of this prospectus is ,2025 2025/5/11 23:18sec.gov/Archives/edgar/data/1996450/000121390025039870/ea0239365-s1a3_dmint.htmhttps:/www.sec.

28、gov/Archives/edgar/data/1996450/000121390025039870/ea0239365-s1a3_dmint.htm4/96 TABLE OF CONTENTS PageProspectus Summary1Risk Factors9Cautionary Note Regarding Forward-Looking Statements26Capitalization27Managements Discussion and Analysis of Financial Condition and Results of Operations28Business31

29、Management38Executive Compensation41Certain Relationships and Related Party Transactions46Description of Capital Stock47Shares Eligible For Future Sale49Experts49Legal Matters49Where You Can Find More Information49Index to Financial StatementsF-1 i2025/5/11 23:18sec.gov/Archives/edgar/data/1996450/0

30、00121390025039870/ea0239365-s1a3_dmint.htmhttps:/www.sec.gov/Archives/edgar/data/1996450/000121390025039870/ea0239365-s1a3_dmint.htm5/96 ABOUT THIS PROSPECTUS You should rely only on the information contained in this prospectus and in any free writing prospectus filed with the SEC.Wehave not authori

31、zed anyone to provide you with different information or to make representations other than those contained in thisprospectus.If anyone provides you with different or inconsistent information,you should not rely on it.We are not making an offerto sell these securities in any jurisdiction where the of

32、fer is not permitted.Unless otherwise indicated,references to“DMINT,”the“Company,”“we,”“our,”“us”or similar terms refer to the registrant,DMINT,Inc.,and its subsidiaries,except where the context otherwise requires.ii2025/5/11 23:18sec.gov/Archives/edgar/data/1996450/000121390025039870/ea0239365-s1a3

33、_dmint.htmhttps:/www.sec.gov/Archives/edgar/data/1996450/000121390025039870/ea0239365-s1a3_dmint.htm6/96 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Certain statements in this prospectus contain“forward-looking statements”within the meaning of the federal securities laws.Thesestatements rel

34、ate to future events including,without limitation,the terms,timing of the spin-off distribution or our future financialperformance.We have attempted to identify forward-looking statements by using terminology such as“anticipates,”“believes,”“expects,”“can,”“continue,”“could,”“estimates,”“expects,”“i

35、ntends,”“may,”“plans,”“potential,”“predict,”“should,”“will,”or the negative of these terms or other comparable terminology.These statements are only predictions;uncertainties and otherfactors may cause our actual results,levels of activity,performance,or achievements to be materially different from

36、any futureresults,levels or activity,performance,or achievements expressed or implied by these forward-looking statements.Although webelieve that the expectations reflected in the forward-looking statements are reasonable,we cannot guarantee future results,levelsof activity,performance,or achievemen

37、ts.Our expectations are as of the date this prospectus is filed,and we do not intend toupdate any of the forward-looking statements after the date this prospectus is filed to confirm these statements to actual results,unless required by law.You should not place undue reliance on forward-looking stat

38、ements.The cautionary statements set forth in this prospectus identifyimportant factors which you should consider in evaluating our forward-looking statements.These factors include,among otherthings:Our ability to effectively execute our business plan;Our ability to manage our expansion,growth and o

39、perating expenses;Our ability to protect our brands and reputation;Our ability to repay our debts to OLB;Our ability to comply with new regulations that affect our business;Our ability to evaluate and measure our business,prospects and performance metrics;Our ability to compete and succeed in a high

40、ly competitive and evolving industry;Our ability to respond and adapt to changes in technology and customer behavior;Risks in connection with completed or potential acquisitions,dispositions and other strategic growth opportunities andinitiatives;Fluctuating price of mined Bitcoin;Risks related to t

41、he recent distribution of our shares to the shareholders of OLB;Risks related to the distribution of Class A shares;Tax related risks of the Spin-Off Distribution;Risks related to continued listing on NASDAQ;and Risks related to the Bitcoin mining industry.iii2025/5/11 23:18sec.gov/Archives/edgar/da

42、ta/1996450/000121390025039870/ea0239365-s1a3_dmint.htmhttps:/www.sec.gov/Archives/edgar/data/1996450/000121390025039870/ea0239365-s1a3_dmint.htm7/96 This prospectus also contains estimates and other statistical data made by independent parties and by us relating to market size andgrowth and other in

43、dustry data.This data involves a number of assumptions and limitations,and you are cautioned not to giveundue weight to such estimates.We have not independently verified the statistical and other industry data generated by independentparties and contained in this prospectus.In addition,projections,a

44、ssumptions,and estimates of our future performance and thefuture performance of the industries in which we operate are necessarily subject to a high degree of uncertainty and risk due to avariety of factors.Our actual results could differ materially from those anticipated in the forward-looking stat

45、ements for manyreasons,including,but not limited to,the possibility that we may fail to preserve our expertise in consumer product development;that existing and potential distribution partners may opt to work with,or favor the products of,competitors if our competitors offermore favorable products o

46、r pricing terms;that we may be unable to maintain or grow sources of revenue;that we may be unable tomaintain profitability;that we may be unable to attract and retain key personnel;or that we may not be able to effectively manage,or to increase,our relationships with customers;and that we may have

47、unexpected increases in costs and expenses.These and otherfactors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.MARKET DATA The Company uses market data throughout this prospectus.The Company has obtained certain market data

48、from publicly availableinformation and industry publications.These sources generally state that the information they provide has been obtained fromsources believed to be reliable,but the accuracy and completeness of the information are not guaranteed.The forecasts andprojections are based on industr

49、y surveys and the preparers experience in the industry,and there is no assurance that any of theprojections or forecasts will be achieved.The Company believes that the surveys and market research others have performed arereliable,but the Company has not independently verified this information.iv2025

50、/5/11 23:18sec.gov/Archives/edgar/data/1996450/000121390025039870/ea0239365-s1a3_dmint.htmhttps:/www.sec.gov/Archives/edgar/data/1996450/000121390025039870/ea0239365-s1a3_dmint.htm8/96 PROSPECTUS SUMMARY This summary highlights certain information appearing elsewhere in this prospectus.Because it is

51、 only a summary,it does notcontain all of the information that you should consider before investing in our securities and it is qualified in its entirety by,andshould be read in conjunction with,the more detailed information appearing elsewhere in this prospectus.Before you decide toinvest in our co

52、mmon shares,you should read the entire prospectus carefully,including“Risk Factors”beginning on page 9and the financial statements and related notes included in this prospectus.Unless the context indicates otherwise,as used in this prospectus,the terms“DMINT,”“we,”“us,”“our,”“our company”and“our bus

53、iness”refer,to DMINT,Inc.,including its subsidiaries named herein.12025/5/11 23:18sec.gov/Archives/edgar/data/1996450/000121390025039870/ea0239365-s1a3_dmint.htmhttps:/www.sec.gov/Archives/edgar/data/1996450/000121390025039870/ea0239365-s1a3_dmint.htm9/96 Our Company DMINT,Inc.(“DMINT”or the“Company

54、”or“we”),a Delaware corporation was formed on July 23,2021.DMINT is aBitcoin mining company that has been a wholly owned subsidiary of The OLB Group,Inc.(“OLB”),a fintech public companylisted on NASDAQ:OLB,since inception.The Company gained experience operating mining computers(“miners”)during itsBe

55、ta phase.Currently,we own and have 1,000 mining computers in our Selmer,Tennessee Mining Facility,which is owned byDMINT,of which 100 miners were impaired as of December 31,2023,however,we believe there is potential to repair the 100miners and eventually use them in operations.At our Tennessee Minin

56、g Facility,we are only able to obtain 0.65MW ofelectricity due to its current structural capabilities.Therefore,as of the date of this prospectus,we are only able to operate amaximum of 400 mining computers.The facility is approximately 15,000 square feet and has space for further expansion of upto

57、5,000 miners.We also have all the necessary electrical hardware and cooling solutions,such as transformers,panel guards,direct buses,smart power distribution units,cooling fans,and louvers to operate up to 5,000 miners.However,we do not havethe cash necessary to pay for the installation of the equip

58、ment currently to allow our Tennessee Mining Facility to have suchcapabilities.When we are able to obtain enough capital to expand our Tennessee Mining Facilities structural capabilities,weplan to expand our operations to up 5,000 miners.Such planned expansion will occur in two phases.In phase one,w

59、e plan toscale the number of miners we operate from the 400 we currently operate to the 1,000 we currently own.To achieve this,weplan to expand our existing power capacity of 0.65MW.We have begun discussions with Pickwick Electric Cooperative(“Pickwick”)to provide us up to 20MW of power capacity.Sim

60、ultaneously,we will expand our infrastructure to accommodatethe additional hardware and enhance the cooling and ventilation systems to handle the increased heat output.We believe thisphase can be completed within 90 days of receipt of the funds necessary to expand our capabilities.In phase two,we pl

61、an toscale the number of miners we operate from 1,000 to 5,000.To achieve this,we will need to purchase an additional 4,000miners and set them up in our Tennessee Mining Facility.We plan to enter into negotiations with Pickwick in the future toprovide this additional power and will further expand ou

62、r infrastructure to accommodate the additional hardware and enhancethe cooling and ventilation systems to handle the increased heat output.In the event that the Spin-Off Distribution occurs in thefirst half of 2025 and assuming we can raise capital of at least$16 million after the Spin-Off Distribut

63、ion,we plan onpurchasing 4,000 new computers as soon as phase one is complete.The Company plans to focus its Bitcoin mining business in the United States,focusing on Bitcoin and revenue is generatedfrom mining Bitcoin.Due to the increasing difficulty and competitive nature of mining,DMINT may invest

64、 more in R&D toenhance its technology and efficiency through more efficient and less costly energy resources.The average hashrate of themining operation since the Company commenced operations in 2021 is 10 petahash per second.Since commencing operationsthrough December 31,2024,the Company has mined

65、a total of 57.74 Bitcoin.The Companys wholly-owned subsidiary,DMINT Real Estate Holdings,Inc.,owns a building and property in Selmer,Tennessee where the mining computers are located.Corporate Information We were incorporated in the State of Delaware on July 23,2021 for the purpose of establishing a

66、Bitcoin mining operation,focused on Bitcoin mining.DMINT is a wholly-owned subsidiary of The OLB Group,Inc.Our Companys headquarters islocated at 1120 Avenue of the Americas,4th Floor,New York,NY 10036.Our telephone number is(212)278-0900.Implications of Being an Emerging Growth Company We are an“em

67、erging growth company”as defined in Section 2(a)of the Securities Act of 1933,as amended(the“SecuritiesAct”).We had less than$1.235 billion in gross billing during our last fiscal year and have not tripped any of the measures thatwould cause us to no longer qualify as an emerging growth company.As s

68、uch,we may take advantage of reduced publicreporting requirements.These provisions include,but are not limited to:Being permitted to present only two years of audited financial statements and only two years of related ManagementsDiscussion and Analysis of Financial Condition and Results of Operation

69、s in our filings with the SEC;Not being required to comply with the auditor attestation requirements in the assessment of our internal control overfinancial reporting;Reduced disclosure obligations regarding executive compensation in periodic reports,proxy statements andregistration statements;and E

70、xemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholderapproval of any golden parachute payments not previously approved.2025/5/11 23:18sec.gov/Archives/edgar/data/1996450/000121390025039870/ea0239365-s1a3_dmint.htmhttps:/www.sec.gov/Archives/e

71、dgar/data/1996450/000121390025039870/ea0239365-s1a3_dmint.htm10/96We may take advantage of these provisions until the last day of our fiscal year following the fifth anniversary of the date of thefirst sale of Common Shares pursuant to this offering.However,if certain events occur before the end of

72、such five-year period,including if we become a“large accelerated filer,”if our annual gross billing exceed$1.235 billion or if we issue more than$1.0 billion of non-convertible debt in any three-year period,we will cease to be an emerging growth company before the endof such five-year period.An emer

73、ging growth company may take advantage of the extended transition period provided in Section 7(a)(2)(B)of theSecurities Act,for complying with new or revised accounting standards.We have elected to take advantage of this extendedtransition period and acknowledge such election is irrevocable.22025/5/

74、11 23:18sec.gov/Archives/edgar/data/1996450/000121390025039870/ea0239365-s1a3_dmint.htmhttps:/www.sec.gov/Archives/edgar/data/1996450/000121390025039870/ea0239365-s1a3_dmint.htm11/96 QUESTIONS AND ANSWERS ABOUT THE SPIN-OFF DISTRIBUTION Q:How many DMINT common shares and Class A shares will I receiv

75、e?A:OLB will distribute to you DMINT common shares and DMINT Class A shares for every share of OLBcommon stock that you own as of the close of business on ,2025,the record date(the“Spin-OffDistribution”).It is anticipated the owner of Series A Preferred Stock will receive a pro-rata issuance of comm

76、on shares inthe Company based on the as-converted number of shares of preferred stock.Q:Are there any restrictions on sales of the common shares and Class A shares I receive?A:There will not be any restrictions on sales of the common shares.The Class A shares distributed to each of theshareholders o

77、f the Company will be restricted from sale in the public market for a period of six months commencing onthe Distribution Date.On the 180-day anniversary of the Distribution Date,the Class A shares shall automatically convertinto common shares,which shall have no restrictions on sales.Q:What are the

78、DMINT common shares and Class A shares worth?A:The value of our common shares will be determined by their trading price after the Spin-Off Distribution.The value of theClass A shares shall be valued the same as the common shares due to the fact that they will convert into common sharesautomatically

79、on the 180-day anniversary of the Distribution Date.We do not know what the trading price of the commonshares will be and we can provide no assurance as to value.Q:What will the relationship between OLB and DMINT be after the Spin-Off Distribution?A:After the Spin-Off Distribution,OLB does not expec

80、t to own any of the DMINT common shares or otherwise have anownership interest in DMINT.OLB and DMINT will be separate publicly traded companies,although,at the time of theSpin-Off Distribution,some of the directors and officers of DMINT will hold similar positions at OLB.Q:What are the reasons for

81、the Spin-Off Distribution?A:OLB is currently a FinTech company that focuses on a suite of products in the merchant services and payment facilitatorverticals and seeks to provide integrated business solutions to merchants throughout the United States.In addition,in2021,it began to explore Bitcoin min

82、ing as a separate business segment.The separation began with the formation ofDMINT as a new holding subsidiary company of OLB.OLB believes that its lines of business are not accurately valued inthe capital market,and the Spin-Off Distribution will enable each company(OLB and DMINT)to increase its bu

83、sinessfocus,alleviate market confusion and attract new investors.In determining whether to effect the Spin-Off Distribution,the board of directors of OLB considered the costs and risksassociated with the transaction,including those associated with preparing DMINT to become a separate publicly traded

84、company and the possibility that the trading value of the two separate entities after the Spin-Off Distribution may be lessthan the trading value of OLBs common stock before the Spin-Off Distribution.Notwithstanding these costs and risks,the board of directors of OLB determined that a spin-off,in th

85、e form contemplated by the Spin-Off Distribution is in thebest interests of OLB and its stockholders.Q:Will DMINT common shares and Class A shares be listed on a securities exchange?A:DMINT applied to list its common shares on the NASDAQ.There is no established trading market for the Class A sharesa

86、nd we do not expect a market to develop.We do not intend to apply for a listing for the Class A shares on any securitiesexchange or other nationally recognized trading system.Q:Will my OLB shares continue to be listed on a securities exchange?A:Yes.OLBs common stock will continue to be listed on the

87、 NASDAQ under the symbol“OLB”.The number of shares ofOLB common stock you own will not change as a result of the Spin-Off Distribution.32025/5/11 23:18sec.gov/Archives/edgar/data/1996450/000121390025039870/ea0239365-s1a3_dmint.htmhttps:/www.sec.gov/Archives/edgar/data/1996450/000121390025039870/ea02

88、39365-s1a3_dmint.htm12/96 Q:What are the U.S.federal income tax consequences to me of the Spin-Off Distribution?A:We believe that the Spin-Off Distribution generally will be taxable to our shareholders for U.S.federal income taxpurposes.See“Tax Considerations U.S.Federal Income Tax Treatment of the

89、Spin-Off Distribution below.For U.S.federal income tax purposes,our distribution of common shares and Class A shares and cash in lieu of fractional shares toyou in the Spin-Off Distribution is not expected to qualify as a tax-free corporate division for U.S.federal income taxpurposes and as a result

90、 is expected to be treated like other distributions from OLB.Consistent with this expectedtreatment,the total value of this Spin-Off Distribution,as well as your initial tax basis in our shares,will be determinedby the trading price of our common shares at the time of the Spin-Off Distribution.A por

91、tion of the value of this Spin-OffDistribution will be taxable to you as a dividend,to the extent of OLBs current and accumulated earnings and profits asdetermined for U.S.federal income tax purposes,and the remainder,if any,will be a reduction in the adjusted tax basis inyour shares of OLB common s

92、tock.The tax treatment of the Spin-Off Distribution is discussed in further detail below in“Tax Considerations.”You are urged to consult your own tax advisor to determine the particular tax consequencesof the Spin-Off Distribution to you in your specific circumstances,including the applicability and

93、 effect of anyfederal,state,local and foreign tax laws.Q:How will I receive DMINT common shares and Class A shares?A:OLB will deliver 100%of the issued and outstanding common shares and Class A shares to the distribution agent.TransferOnline,Inc.will serve as distribution agent in connection with th

94、e Spin-Off Distribution and as transfer agent and registrarfor DMINT common shares and Class A shares.See“Business Mechanics of the Spin-Off Distribution.”Q:What do I have to do to receive my DMINT common shares and Class A shares?A:No action by you is required.If your shares of OLB common stock are

95、 held in a brokerage account,the DMINT commonshares distributed to you will be credited to that account.If you hold shares of OLB common stock in certificated or bookentry form,your ownership of DMINT common shares will be recorded in the books of our transfer agent and a statementevidencing your ow

96、nership will be mailed to you.Certificates representing DMINT common shares will not be issued inconnection with the Spin-Off Distribution,but we may elect to issue certificates in the future.We will issue certificatesrepresenting the Class A shares.Q:How will fractional common shares and Class A sh

97、ares be treated in the Spin-Off Distribution?Fractional common shares and Class A shares will not be distributed.Instead,for registered shareholders,the distributionagent will aggregate fractional common shares into whole shares,sell such whole shares in the open market at prevailingrates promptly a

98、fter our common shares commence trading on NASDAQ,and distribute the net cash proceeds from thesales,net of brokerage fees and other costs,pro rata to each holder who would otherwise have been entitled to receivefractional common shares in the distribution(net of any required withholding for taxes a

99、pplicable to each holder).Holdersof OLB common stock that hold their shares through a bank,broker,or nominee shall receive cash in lieu of fractionalcommon shares,if any,determined in accordance with the policies of such bank,broker,or nominee.OLB will pay cash toeach holder who would otherwise have

100、 been entitled to receive fractional Class A shares in the distribution.If an OLBshareholder holds fewer than _shares of OLB common stock as of the record date,it will not receive any of ourcommon shares,it will not receive any of our shares of common stock;however,the shareholder will receive a cas

101、hdistribution from our distribution agent representing the proceeds from the sale of the fractional common shares to whichthe shareholder is entitled,net of brokerage fees and other costs.See“Business Mechanics of the Spin-Off Distribution.”for a more detailed explanation.If you receive cash in lieu

102、 of fractional common shares and Class A shares you will not beentitled to any interest on the payments.The receipt of cash in lieu of fractional common shares and Class A sharesgenerally will be taxable to the recipient OLB shareholders that are subject to U.S.federal income tax as described in“Tax

103、Considerations”below.Q:Are Shareholders of OLB entitled to appraisal rights in connection with the Spin-Off Distribution?A:No.Shareholders of OLB are not entitled to appraisal rights in connection with the Spin-Off Distribution.42025/5/11 23:18sec.gov/Archives/edgar/data/1996450/000121390025039870/e

104、a0239365-s1a3_dmint.htmhttps:/www.sec.gov/Archives/edgar/data/1996450/000121390025039870/ea0239365-s1a3_dmint.htm13/96 SUMMARY FINANCIAL AND OTHER DATA The following table presents financial and other operating data for the periods and at the dates indicated.DMINT has beentreated as a separate opera

105、ting segment of OLB since its inception.Therefore,the financials shown herein reflect the actualresults of DMINT on a stand-alone basis,separate and apart from the financial statements of our parent company,OLB.Thisfinancial data includes all assets,liabilities and results of operations of DMINT and

106、 DMINT Real Estate Holdings,Inc.,itswholly-owned subsidiary,for the periods presented.The table should be read together with the section of this prospectus entitled“Managements Discussion and Analysis ofFinancial Condition and Results of Operation.”The financial data of DMINT,Inc.for the years ended

107、 December 31,2024 and2023 is a summary of the consolidated financial statements of DMINT,Inc.and notes thereto.The consolidated financialstatements of DMINT,Inc.have been prepared in accordance with U.S.generally accepted accounting principles,or“U.S.GAAP.”Balance Sheet Data December 31,2024 Decembe

108、r 31,2023 Cash$311$645 All other current assets$398,983$1,083,587 Intangible assets$3,412,464 Property and equipment,net$3,254,039$5,796,857 Total Assets$3,653,333$10,293,553 Due to related parties$23,281,697$22,278,143 Account payable$620,296$505,266 Accrued expenses$Total Liabilities$22,992,738$22

109、,783,409 Additional paid in capital$100$100 Accumulated deficit$(19,628,464)$(12,489,956)Total Shareholder Deficit$(19,628,364)$(12,489,856)Year EndedDecember31,2024 Year EndedDecember31,2023 Revenue,net-Bitcoin mining$413,332$538,718 Depreciation and amortization expense$2,992,813$3,662,506 Contrac

110、ted services$18,976$121,006 Wage expense$1,000,420$1,058,327 Professional fees$330,439$168,933 Utilities$325,671$677,493 Equipment and maintenance expense$24,616$136,274 Impairment expense$2,962,469$259,931 General and administrative expenses$393,918$464,390 Loss from operations$(7,635,990)$(6,010,1

111、42)Realized gain on sale of bitcoin$222,751$288,584 Unrealized gain on investment$274,731$23,662 Net Loss$(7,138,508)$(5,697,896)Our consolidated statements of operations,balance sheets,shareholders equity and cash flows,together with the notes thereto,are included in the section of this prospectus

112、entitled“Financial Statements”and should be read in their entirety.52025/5/11 23:18sec.gov/Archives/edgar/data/1996450/000121390025039870/ea0239365-s1a3_dmint.htmhttps:/www.sec.gov/Archives/edgar/data/1996450/000121390025039870/ea0239365-s1a3_dmint.htm14/96 THE SPIN-OFF DISTRIBUTION Distributing com

113、pany The OLB Group,Inc.Distributed company DMINT,Inc.Shares to be distributed All of our outstanding common shares and all of ouroutstanding Class A shares.OLB does not expect to retain any of our commonshares or Class A shares.Distribution ratio and record date Stockholders of OLB will receive appr

114、oximately common shares and Class A shares for each share of OLB common stock owned at theclose of business on _,2025.The Series A Preferred Stock will receive a pro-rata issuance of common shares in the Company based on the as-convertednumber of shares of Series A Preferred Stock.Prior to the Spin-

115、Off Distribution,OLB will deliver 100%of the Companysissued and outstanding capital stock to the distribution agent.Transfer Online,Inc.will serve as distribution agent in connection with the Spin-Off Distributionand as transfer agent and registrar for the Companys common shares and Class Ashares.Se

116、e“Business Mechanics of the Spin-Off Distribution.”Fractional shares Fractional common shares and Class A shares will not be distributed.Instead,forregistered shareholders,the distribution agent will aggregate fractional commonshares into whole shares,sell such whole shares in the open market at pre

117、vailingrates promptly after our common shares commence trading on NASDAQ,anddistribute the net cash proceeds from the sales,net of brokerage fees and othercosts,pro rata to each holder who would otherwise have been entitled to receivefractional common shares in the distribution(net of any required w

118、ithholding fortaxes applicable to each holder).Holders of OLB common stock that hold theirshares through a bank,broker,or nominee shall receive cash in lieu of fractionalcommon shares,if any,determined in accordance with the policies of such bank,broker,or nominee.OLB will pay cash to each holder wh

119、o would otherwise havebeen entitled to receive fractional Class A shares in the distribution.If a OLBshareholder holds fewer than shares of OLB commonstock as of the record date,it will not receive any of our common shares or ClassA shares;however,the shareholder will receive a cash distribution fro

120、m ourdistribution agent representing the proceeds from the sale of the fractionalcommon shares to which the shareholder is entitled,net of brokerage fees andother costs.See“Business Mechanics of the Spin-Off Distribution”in thisprospectus for a more detailed explanation.If you receive cash in lieu o

121、ffractional common shares or Class A shares,you will not be entitled to anyinterest on the payments.The receipt of cash in lieu of fractional common sharesand Class A shares generally will be taxable to the recipient OLB shareholdersthat are subject to U.S.federal income tax as described in“Tax Cons

122、iderations”below.No payment required No holder of shares of OLB common stock will be required to make anypayment,exchange shares or to take any other action in order to receive ourcommon shares or Class A shares.Distribution date The Spin-Off Distribution date will be on or about ,2025(the“Distribut

123、ion Date”).62025/5/11 23:18sec.gov/Archives/edgar/data/1996450/000121390025039870/ea0239365-s1a3_dmint.htmhttps:/www.sec.gov/Archives/edgar/data/1996450/000121390025039870/ea0239365-s1a3_dmint.htm15/96 Federal income tax consequences We believe that the Spin-Off Distribution generally will be taxabl

124、e to ourshareholders for U.S.federal income tax purposes.See“Tax Considerations U.S.Federal Income Tax Treatment of the Spin-Of Distribution below.For U.S.federal income tax purposes,our distribution of common shares and Class Ashares and cash in lieu of fractional shares to you in the Spin-Off Dist

125、ribution isnot expected to qualify as a tax-free corporate division for U.S.federal incometax purposes and as a result is expected to be treated for tax purposes like otherdistributions from OLB for such purposes.The total value of this Spin-OffDistribution,as well as your initial tax basis in our s

126、hares,will be determined bythe trading price of our common shares at the time of the Spin-Off Distribution.Aportion of the value of this Spin-Off Distribution will be taxable to you as adividend,to the extent of OLBs current and accumulated earnings and profits asdetermined under U.S.federal income

127、tax principles,and the remainder,if any,will be a treated as reduction in the adjusted tax basis in your shares of OLBcommon stock.The tax treatment of the Spin-Off Distribution is discussed belowat“Tax Considerations.”You are encouraged to consult your own tax advisorsconcerning the overall tax con

128、sequences arising in your own particular situationunder United States federal,state,local or foreign law of the distribution andownership of DMINT common shares and Class A shares and cash in lieu offractional shares.Conditions to the Spin-Off DistributionOccurring The Spin-Off Distribution is subje

129、ct to,among other things,the approval ofOLBs Board of Directors,approval of our request for our common shares to belisted on NASDAQ and the effectiveness of the registration statement of whichthis prospectus forms a part.The fulfillment of the foregoing conditions will not create any obligation on t

130、hepart of OLB to effect the Spin-Off Distribution.We are not aware of any materialfederal or state regulatory requirements that must be complied with or anymaterial approvals that must be obtained,other than compliance with SEC rulesand regulations and the declaration of effectiveness of the Registr

131、ation Statementby the SEC,in connection with the distribution.OLB has the right not tocomplete the Spin-Off Distribution if,at any time,the board of directors of OLBdetermines,in its sole discretion,that the Spin-Off Distribution is not in the bestinterests of OLB or its stockholders,or that market

132、conditions are such that it isnot advisable to effect the Spin-Off Distribution.Distribution agent,transfer agent andregistrar Transfer Online,Inc.will serve as distribution agent in connection with the Spin-Off Distribution and as transfer agent and registrar for our common shares andClass A shares

133、.Listing There is currently no public market for our common shares.We have applied tolist our common shares on NASDAQ under the symbol“DMNT.”We expecttrading will commence on a“when issued”basis on or around the record date.The successful listing of our common shares does not ensure that an activetr

134、ading market for our common shares will be available to you.There is noestablished trading market for the Class A shares and we do not expect a marketto develop.We do not intend to apply for a listing for the Class A shares on anysecurities exchange or other nationally recognized trading system.7202

135、5/5/11 23:18sec.gov/Archives/edgar/data/1996450/000121390025039870/ea0239365-s1a3_dmint.htmhttps:/www.sec.gov/Archives/edgar/data/1996450/000121390025039870/ea0239365-s1a3_dmint.htm16/96 THE COMPANY General We were incorporated by OLB to serve as an operating company for OLBsBitcoin Mining Business

136、Segment.We have one subsidiary which owns realestate in Tennessee where the operations are located.Business We are a Bitcoin mining company that has been a wholly owned subsidiary ofOLB.Currently,we own and have 1,000 mining computers in our Selmer,Tennessee Mining Facility,of which 100 miners were

137、impaired as of December31,2023,however we believe there is potential to repair the 100 miners andeventually use them in operations.At our Tennessee Mining Facility,we are onlyable to obtain 0.65MW of electricity due to its current structural capabilities.Therefore,as of the date of this prospectus,w

138、e are only able to operate amaximum of 400 mining computers.The facility is approximately 15,000 squarefeet and has space for further expansion of up to 5,000 miners.We also have allthe necessary electrical hardware and cooling solutions,such as transformers,panel guards,direct buses,smart power dis

139、tribution units,cooling fans,andlouvers to operate up to 5,000 miners.However,we do not have the cashnecessary to pay for the installation of the equipment currently to allow ourTennessee Mining Facility to have such capabilities.When we are able to obtainenough capital to expand our Tennessee Minin

140、g Facilities structural capabilities,we plan to expand our operations to up 5,000 miners.Such planned expansionwill occur in two phases.In phase one,we plan to scale the number of miners weoperate from the 400 we currently operate to the 1,000 we currently own.Toachieve this,we plan to expand our ex

141、isting power capacity of 0.65MW.We havebegun discussions with Pickwick on providing up to 20MW.Simultaneously,wewill expand our infrastructure to accommodate the additional hardware andenhance the cooling and ventilation systems to handle the increased heat output.We believe this phase can be comple

142、ted within 90 days of receipt of the fundsnecessary to expand our capabilities.In phase two,we plan to scale the number ofminers we operate from 1,000 to 5,000.To achieve this,we will need to purchasean additional 4,000 miners and set them up in our Tennessee Mining Facility.Weplan to enter into neg

143、otiations with Pickwick in the future to provide thisadditional power and will further expand our infrastructure to accommodate theadditional hardware and enhance the cooling and ventilation systems to handlethe increased heat output.In the event that the Spin-Off Distribution occurs in thefirst hal

144、f of 2025 and assuming we can raise capital of at least$16 million afterthe Spin-Off Distribution,we plan on purchasing 4,000 new computers as soon asphase one is complete.At our current run rate,we are able to mine approximately2-3 Bitcoin per thirty(30)days.Management Mr.Ronny Yakov is our Preside

145、nt,Chief Executive Officer and Patrick Smith isour Interim Chief Financial Officer and Vice President of Corporate Finance.OurBitcoin mining operation is managed by Thomas Fontanilla,Chief OperatingOfficer.See“Management.”Dividends The declaration and payment of dividends,if any,on our common shares

146、 will besubject to the discretion of our Board of Directors,the requirements of Delawarelaw and restrictions in our loan agreements.See“Common Shares DividendPolicy.”Risk factors An investment in our capital stock involves substantial risks.You should read thisprospectus carefully,including the sect

147、ion entitled“Risk Factors”and theconsolidated financial statements and the related notes to those statementsincluded elsewhere in this prospectus in connection with the distribution of thecommon shares and Class A shares.82025/5/11 23:18sec.gov/Archives/edgar/data/1996450/000121390025039870/ea023936

148、5-s1a3_dmint.htmhttps:/www.sec.gov/Archives/edgar/data/1996450/000121390025039870/ea0239365-s1a3_dmint.htm17/96 RISK FACTORS Any investment in our securities is highly speculative and involves a high degree of risk.You should carefully consider the risksdescribed below,which we believe represent cer

149、tain of the material risks to our business,together with the information containedelsewhere in this prospectus,before you make a decision to invest in our securities.If any of the following events occur,ourbusiness,financial condition and operating results may be materially adversely affected.In tha

150、t event,the trading price of oursecurities could decline and you could lose all or part of your investment.Risks Related to Our Company The substantial and continuing losses,and significant operating expenses incurred since inception may cause us to be unable topursue all of our operational objectiv

151、es if sufficient financing and/or additional cash from revenues is not realized.We have limited cash resources,recurring cash used in operations and operating losses history.As of December 31,2024,we had aworking capital deficiency of$22,882,403,and a net loss of$7,138,508 for the year ended Decembe

152、r 31,2024.Our cash flow usedin operating activities for the year ended December 31,2024 was$931,985.For the year ended December 31,2024,we received$383,258 from related parties.Our financial statements for the years ended December 31,2024 and 2023 did not include asubstantial doubt regarding our abi

153、lity to continue as a going concern.This was primarily a result of OLB obtaining a commitmentfor a$5.0 million loan from a related party that can be used for operations,including by DMint,Inc.We may not be able to attract financing as needed,or if available,on reasonable terms as required and theref

154、ore may not be able toaccomplish our business goals or repay certain of our debts.Further,the terms of any such financing may be dilutive to existingstockholders or otherwise on terms not favorable to us or existing stockholders.If we are unable to secure financing,ascircumstances require,or do not

155、succeed in meeting our sales objectives,we may be required to change,significantly reduce ouroperations or ultimately may not be able to continue our operations and there will be substantial doubt as to our ability to continueas a going concern.We have historically relied on OLB to finance our opera

156、tions,and OLB will continue to finance operations of DMint untilDMint has self-funding capabilities.To date,we have financed our operations from loans from OLB,our sole shareholder,and shared services provided by OLB for thebenefit of the Company.If we are not able to fund operations through cash fl

157、ow generated by the sale of Bitcoin or attract third-party funding sources,it may be necessary for OLB to fund future needs through a loan to the Company,by continuing to provideshared services on substantially similar terms in place prior to the Spin-Off Distribution and/or raising capital for the

158、purpose ofpaying for the Companys incurred expenses.We anticipate entering into an amendment to the SSA(as defined below)concurrently with the Spin-Off Distribution,which will account for the payment of certain expenses by OLB in the event we areunable to fund ourselves.If OLB is not able to finance

159、 the operations in the absence of other sources,continued operations couldbe impacted and there will be doubt as to our ability to continue as a going concern.We may identify material weaknesses in our internal control over financial reporting.If we cannot remediate internal controlsweaknesses or if

160、 we cannot maintain effective internal controls over financial reporting in the future,it could harm us.Our management is responsible for establishing and maintaining adequate internal control over financial reporting.Internal controlover financial reporting is a process designed to provide reasonab

161、le assurance regarding the reliability of financial reporting and thepreparation of financial statements in accordance with U.S.generally accepted accounting principles(“GAAP”).Under standardsestablished by the Public Company Accounting Oversight Board(“PCAOB”),a deficiency in internal control over

162、financialreporting exists when the design or operation of a control does not allow management or personnel,in the normal course ofperforming their assigned functions,to prevent or detect misstatements on a timely basis.The PCAOB defines a material weaknessas a deficiency,or combination of deficienci

163、es,in internal control over financial reporting,such that there is a reasonablepossibility that a material misstatement of annual or interim financial statements will not be prevented,or detected and corrected,on a timely basis.We may identify material weaknesses in our internal control over financi

164、al reporting.92025/5/11 23:18sec.gov/Archives/edgar/data/1996450/000121390025039870/ea0239365-s1a3_dmint.htmhttps:/www.sec.gov/Archives/edgar/data/1996450/000121390025039870/ea0239365-s1a3_dmint.htm18/96 We may not be able to integrate new technologies and provide new services in a cost-efficient ma

165、nner.The Bitcoin mining business is subject to rapid and significant changes in technology,frequent new service introductions andevolving industry standards.We cannot predict the effect of these changes on our competitive position,our profitability or theindustry generally.Technological developments

166、 may reduce the competitiveness of our processes and equipment.If we fail to adaptsuccessfully to technological advances or fail to obtain access to new technologies,we could lose or limit our ability to produceand sell Bitcoin.In addition,operating in a cost-efficient manner depends upon many facto

167、rs,including the cost of energy,and wemay not generate anticipated revenue from our operations.Disruptions in our equipment and infrastructure may result in loss of business,which could materially and adversely affect ourreputation and business.Our equipment and systems are an integral part of our b

168、usiness operations.It is critical for our operations that our equipment andsystems provide a continued and uninterrupted performance.Sustained or repeated system failures would reduce our ability to minethe Bitcoin.We face the following risks to our networks,infrastructure and software applications:

169、our territory can have significant weather events which physically damage access lines;power surges and outages,computer viruses or hacking,earthquakes,terrorism attacks,vandalism and software orhardware defects which are beyond our control;and unusual spikes in demand or capacity limitations in our

170、 networks and energy sources.Disruptions may cause interruptions in lose potential revenue,which could cause us to incur expenses,and thereby adversely affectour business,revenue and cash flow.We must attract and retain skilled personnel.If we are unable to hire and retain technical,and operational

171、employees,ourbusiness could be harmed.Our ability to grow will be particularly dependent on our ability to hire,develop and retain effective and qualified technical andmanagerial personnel.The competition for qualified,technical,and managerial personnel in the communications and softwareindustry is

172、intense in the markets where we operate,and we may not be able to hire and retain sufficient qualified personnel.Inaddition,we may not be able to maintain the quality of our operations,control our costs,maintain compliance with all applicableregulations,and expand our internal management,technical,i

173、nformation and accounting systems in order to support our desiredgrowth,which could have an adverse impact on our operations.Volatility in the stock market and other factors could diminish ouruse,and the value,of our equity awards as incentives to employees,putting us at a competitive disadvantage o

174、r forcing us to usemore cash compensation.We are dependent on the continued services and performance of our senior management and other key employees,the loss ofany of whom could adversely affect our business,operating results and financial condition.Our future performance depends on the continued s

175、ervices and contributions of our senior management,including our ChiefExecutive Officer,Ronny Yakov,and other key employees to execute on our business plan and to identify and pursue newopportunities and product innovations.The loss of services of senior management or other key employees could signi

176、ficantly delayor prevent the achievement of our strategic objectives.From time to time,there may be changes in our senior management teamresulting from the hiring or departure of executives,which could disrupt our business.We do not maintain key person life insurancepolicies on any of our employees

177、other than a policy providing limited coverage on the life of our Chief Executive Officer.The lossof the services of one or more of our senior management or other key employees for any reason could adversely affect ourbusiness,financial condition and operating results and require significant amounts

178、 of time,training and resources to find suitablereplacements and integrate them within our business and could affect our corporate culture.102025/5/11 23:18sec.gov/Archives/edgar/data/1996450/000121390025039870/ea0239365-s1a3_dmint.htmhttps:/www.sec.gov/Archives/edgar/data/1996450/000121390025039870

179、/ea0239365-s1a3_dmint.htm19/96 Risks Related to Our Business We have an evolving business model.As Bitcoin assets and blockchain technologies become more widely available,we expect the services and products associated withthem to evolve.In order to stay current with the industry,our business model m

180、ay need to evolve as well.From time to time,wemay modify aspects of our business model relating to our Bitcoin mining.We cannot offer any assurance that these or any othermodifications will be successful or will not result in harm to our business.We may not be able to manage growth effectively,which

181、could damage our reputation,limit our growth and negatively affect our operating results.Such circumstances could have amaterial adverse effect on our ability to continue as a going concern or to pursue our new strategy at all,which could have amaterial adverse effect on our business,prospects or op

182、erations.We may not be able to compete with other companies,some of whom have greater resources and experience.We may not be able to compete successfully against present or future competitors.We do not have the resources to compete withlarger providers of similar services at this time.The Bitcoin mi

183、ning industry has attracted various high-profile and well-establishedoperators,some of which have substantially greater liquidity and financial resources than we do.With the limited resources wehave available,we may experience great difficulties in building our network of computers and creating an e

184、xchange.Competitionfrom existing and future competitors could result in our inability to secure acquisitions and partnerships that we may need toexpand our business.This competition from other entities with greater resources,experience and reputations may result in ourfailure to maintain or expand o

185、ur business,as we may never be able to successfully execute our business plan.The Bitcoin network features a large and growing number of miners competing for limited mining rewards.This competitionintensifies with each participant added to the network.The competitive environment is exacerbated by th

186、e fact that the Bitcoinprotocol halves mining rewards approximately every four years,reducing the potential earnings for miners and increasing theimportance of operational efficiency.This requires us to continuously invest in new mining equipment to earn consistent Bitcoinmining rewards.Limited tran

187、saction capacity and scaling issues may impact mining results Bitcoins“proof of work”validation mechanism inherently limits the number of transactions that can be processed per second.Thislimitation poses significant scaling challenges,affecting the networks ability to handle a high volume of transa

188、ctions efficiently.As part of mining rewards are related to transaction fees,these issues may cause volatility in the rewards earned.During periods ofhigh-demand and low-capacity,earned fees may exceed the block standard block reward.Conversely,increased capacity may leadto lower transaction fees if

189、 demand is reduced.Efforts to increase transaction capacity,such as sharding and other scalability solutions,are ongoing.However,their effectiveness,implementation timeline,and applicability to Bitcoin remain uncertain.These efforts may change the economics of Bitcoin mining,or potentially require n

190、ew hardware or software to unlock.As a participant in the digital asset ecosystem,our business growth and development are closely tied to the widespread acceptanceand scalability of digital assets,including Bitcoin.The competitive dynamics in Bitcoin mining,including the limited transactioncapacity

191、and the continual halving of mining rewards,present challenges that could impact our operational efficiency andprofitability.Efforts to scale digital asset transactions may lead to significant changes in the competitive landscape of the digitalasset market.These changes could affect the value of Bit

192、coin and,by extension,the valuation of the company.However,there is no certainty that scalability solutions will be universally effective for us or that they will not disadvantage certainparticipants.Given these challenges,there is a risk that our business,financial condition,and operating results c

193、ould be materiallyadversely affected.The value of our common stock may also be impacted by these industry-wide issues.The properties included in our mining network may experience damages.Our current Bitcoin mining farm in Tennessee is,and any future mining farms we establish will be,subject to a var

194、iety of risksrelating to physical condition and operation,including:the presence of construction or repair defects or other structural or building damage;any noncompliance with or liabilities under applicable environmental,health or safety regulations or requirements orbuilding permit requirements;2

195、025/5/11 23:18sec.gov/Archives/edgar/data/1996450/000121390025039870/ea0239365-s1a3_dmint.htmhttps:/www.sec.gov/Archives/edgar/data/1996450/000121390025039870/ea0239365-s1a3_dmint.htm20/96112025/5/11 23:18sec.gov/Archives/edgar/data/1996450/000121390025039870/ea0239365-s1a3_dmint.htmhttps:/www.sec.g

196、ov/Archives/edgar/data/1996450/000121390025039870/ea0239365-s1a3_dmint.htm21/96 any damage resulting from natural disasters,such as hurricanes,earthquakes,fires,floods and windstorms;and claims by employees and others for injuries sustained at our properties.For example,a mine could be rendered inop

197、erable,temporarily or permanently,as a result of a fire or other natural disaster or by aterrorist or other attack on the mine.The security and other measures we take to protect against these risks may not be sufficient.Additionally,our mines could be materially adversely affected by a power outage

198、or loss of access to the electrical grid or loss bythe grid of cost-effective sources of electrical power generating capacity.Given the power requirement,it would not be feasible torun miners on back-up power generators in the event of a power outage or damage to our primary generators.If we are una

199、ble to successfully maintain our power arrangements on acceptable terms or at all or if we must otherwise relocateto replacement sites,our operations may be disrupted,and our business results may suffer.As part of our initial buildout phase,we set up and began operations across four cities in the Un

200、ited States,with three inPennsylvania and one in Tennessee.After consolidating our operations,we currently operate out of one location in Selmer,Tennessee.We entered into definitive power arrangements with Pickwick Electric Cooperative,the utility company in Tennessee,which is intended to cover site

201、s for our data centers that we may utilize in the near future.If we are forced to locate alternative sites because of unacceptable power arrangements,we may not be successful in identifyingadequate replacement sites to house our miners.Even if we identify such sites,we may not be successful in leasi

202、ng the necessaryfacilities at rates that are economically viable to support our mining activities.Even if we successfully secure the sites for our datacenters,in the future,we may not be able to renew those on acceptable terms,in which case we would need to relocate ourestablished mining operations.

203、Relocating any mining operation may force us to incur the costs to transition to a new facilityincluding,but not limited to,transportation expenses and insurance,downtime while we are unable to mine,legal fees to negotiatethe new lease,de-installation at our current facility and,ultimately,installat

204、ion at any new facility we identify.These costs may besubstantial,and we cannot guarantee that we will be successful in transitioning our miners to a new facility.Such circumstancescould have a material adverse effect on our business,prospects,financial condition,and operating results.We depend on t

205、hird parties to provide us with certain critical equipment and rely on components and raw materials that may besubject to price fluctuations or shortages,including ASIC chips that have been subject to an ongoing significant shortage.In order to build and sustain our operations we will depend on thir

206、d parties to provide us with ASIC mining equipment,which maybe subject to price fluctuations or shortages.For example,the ASIC chip is the key component of a mining machine as itdetermines the efficiency of the device.The production of ASIC chips typically requires highly sophisticated silicon wafer

207、s,whichcurrently only a small number of fabrication facilities,or wafer foundries,in the world are capable of producing.We believe thatthe current microchip and semiconductor shortage that the entire industry is experiencing leads to price fluctuations and disruptionin the supply of key miner compon

208、ents.Specifically,the ASIC chips have been subject to a significant price increases andshortages.Our ability to source ASIC mining equipment and other critical components in a timely matter and at an acceptable price andquality level is critical to our operational buildout timeline and the developme

209、nt under our current business model.See“BusinessBitcoin Mining Technology”.We will be exposed to the risk of disruptions or other failures in the overall global supply chain forBitcoin mining hardware.This is particularly relevant to the ASIC mining equipment production since there is only a small n

210、umberof fabrication facilities capable of such production,which increases our risk exposure to manufacturing disruptions or other supplychain failures.There is also a risk that a manufacturer or seller of ASIC computers or other necessary mining equipment may adjustthe prices according to Bitcoin,ot

211、her Bitcoin prices or otherwise,so the cost of new machines could become unpredictable andextremely high.As a result,at times,we may be forced to obtain miners and other hardware at premium prices,to the extent theyare even available.Such events could have a material adverse effect on our business,p

212、rospects,financial condition,and operatingresults.122025/5/11 23:18sec.gov/Archives/edgar/data/1996450/000121390025039870/ea0239365-s1a3_dmint.htmhttps:/www.sec.gov/Archives/edgar/data/1996450/000121390025039870/ea0239365-s1a3_dmint.htm22/96 We are exposed to risk of nonperformance by counterparties

213、,including our counterparties under our power arrangements.We are exposed to risk of nonperformance by counterparties,whether contractual or otherwise.Risk of nonperformance includesinability or refusal of a counterparty to perform because of a counterpartys financial condition and liquidity or for

214、any otherreason.For example,our counterparties under our power arrangements may be unable to deliver the required amount of power atthe required time for a variety of technical or economic reasons.Furthermore,there is a risk that during a period of power pricefluctuations or prolonged or sharp power

215、 price increases on the market,our counterparties may find it economically preferable torefuse to supply power to us,despite the contractual arrangements.Any significant nonperformance by counterparties,could have amaterial adverse effect on our business,prospects,financial condition,and operating r

216、esults.Additionally,our mining operations could be materially adversely affected by power outages and similar disruptions.Given thepower requirements for our mining equipment,it would not be feasible to run this equipment on back-up power generators in theevent of a government restriction on electri

217、city or a power outage.Under some of our power arrangements,our power supply couldbe automatically reduced or curtailed by the market regulators or grid operators in cases of certain system disruptions oremergencies.If we are unable to receive adequate power supply and are forced to reduce or shut d

218、own our operations due to theavailability or cost of electrical power,it would have a material adverse effect on our business,prospects,financial condition,andoperating results.Bitcoin mining activities are energy-intensive,which may restrict the geographic locations of miners and have a negativeenv

219、ironmental impact.Government regulators may potentially restrict the ability of electricity suppliers to provide electricity tomining operations,such as ours,or even fully or partially ban mining operations.Mining Bitcoin requires massive amounts of electrical power,and electricity costs are expecte

220、d to account for a significant portionof our overall costs.The availability and cost of electricity will restrict the geographic locations of our mining activities.Anyshortage of electricity supply or increase in electricity costs in any location where we plan to operate may negatively impact thevia

221、bility and the expected economic return for Bitcoin mining activities in that location.Further,our business model can only be successful and our mining operations can only be profitable if the costs,includingelectrical power costs,associated with Bitcoin mining are lower than the price of Bitcoin it

222、self.As a result,any mining operationwe establish can only be successful if we can obtain sufficient electrical power for that site on a cost-effective basis,and ourestablishment of new mining data centers requires us to find sites where that is the case.Even if our electrical power costs do notincr

223、ease,significant fluctuations in,and any prolonged periods of,low Bitcoin prices may also cause our electrical supply to nolonger be cost-effective.In addition,there may be significant competition for suitable Bitcoin mining sites.Government regulators,including localpermitting officials,may also po

224、tentially restrict our ability to set up Bitcoin mining operations in certain locations.They can alsorestrict the ability of electricity suppliers to provide electricity to mining operations in times of electricity shortage,or mayotherwise potentially restrict or prohibit the provision of electricit

225、y to mining operations.As Bitcoin mining becomes more widespread,government scrutiny related to restrictions on Bitcoin mining facilities and theirenergy consumption significantly increases.The considerable consumption of electricity by mining operators may also have anegative environmental impact,i

226、ncluding contribution to climate change,which could set the public opinion against allowing theuse of electricity for Bitcoin mining activities or create a negative consumer sentiment and perception of Bitcoin,specifically,orBitcoin generally.This,in turn,could lead to governmental measures restrict

227、ing or prohibiting Bitcoin mining or the use ofelectricity for Bitcoin mining activities.Any such development in the jurisdictions where we plan to operate could increase ourcompliance burdens and have a material adverse effect on our business,prospects,financial condition,and operating results.Gove

228、rnment regulators in other countries may also ban or substantially limit their local Bitcoin mining activities,which could havea material effect on our supply chains for mining equipment or services and the price of Bitcoin.132025/5/11 23:18sec.gov/Archives/edgar/data/1996450/000121390025039870/ea02

229、39365-s1a3_dmint.htmhttps:/www.sec.gov/Archives/edgar/data/1996450/000121390025039870/ea0239365-s1a3_dmint.htm23/96 Bitcoin exchanges and other trading venues are relatively new and,in most cases,largely unregulated and may therefore besubject to fraud and failures.When Bitcoin exchanges or other tr

230、ading venues are involved in fraud or experience security failures or other operational issues,such events could result in a reduction in Bitcoin prices or confidence and impact our success and have a material adverse effect onour ability to continue as a going concern or to pursue this segment at a

231、ll,which would have a material adverse effect on ourbusiness,prospects and operations.Bitcoin market prices depend,directly or indirectly,on the prices set on exchanges and other trading venues,which are new and,inmost cases,largely unregulated as compared to established,regulated exchanges for secu

232、rities,commodities or currencies.Forexample,during the past three years,a number of Bitcoin exchanges have closed due to fraud,business failure or security breaches.In many of these instances,the customers of the closed exchanges were not compensated or made whole for partial or completelosses of th

233、eir account balances.While smaller exchanges are less likely to have the infrastructure and capitalization that mayprovide larger exchanges with some stability,larger exchanges may be more likely to be appealing targets for hackers and“malware”(i.e.,software used or programmed by attackers to disrup

234、t computer operation,gather sensitive information or gainaccess to private computer systems)and may be more likely to be targets of regulatory enforcement action.We do not maintain anyinsurance to protect from such risks,and do not expect any insurance for customer accounts to be available(such as f

235、ederal depositinsurance)at any time in the future,putting customer accounts at risk from such events.In the event we face fraud,securityfailures,operational issues or similar events such factors would have a material adverse effect on our ability of to continue as agoing concern or to pursue this se

236、gment at all,which would have a material adverse effect on our business,prospects andoperations.Our business may be significantly impacted by reputational risks and may impact how our business is perceived by customers,counterparties,and regulators.Reputational risks represent a significant concern

237、in our industry,particularly due to the volatile and evolving nature of the Bitcoinmarkets.Our business faces potential reputational harm from several industry wide factors,including perceived regulatory non-compliance,catastrophic market volatile events,industry association with fraudulent or illeg

238、al activities.Such incidents can lead toa loss of trust among our customers,investors,and partners,adversely affecting our business.In addition,negative public perception,fueled by media coverage or social media discourse,can impact investor confidence andour companys market valuation.For example,in

239、correct or misleading statements about the power consumption of the Bitcoinnetwork may damage the Companys perception as being energy efficient.Regulatory bodies may also view our operations with increased skepticism in the wake of certain events,potentially leading tostricter scrutiny and additiona

240、l compliance requirements.Furthermore,as a company operating in a nascent and oftenmisunderstood sector,any perceived ethical missteps or failures in corporate governance can be magnified,causing long-termdamage to our brand and standing in the industry.Effectively managing these reputational risks

241、is critical to maintaining our market position and ensuring sustainable growth.Failureto address or mitigate these risks adequately could have a material adverse effect on our business,financial condition,andoperational results.142025/5/11 23:18sec.gov/Archives/edgar/data/1996450/000121390025039870/

242、ea0239365-s1a3_dmint.htmhttps:/www.sec.gov/Archives/edgar/data/1996450/000121390025039870/ea0239365-s1a3_dmint.htm24/96 Regulatory changes or actions may alter the nature of an investment in us or restrict the use of Bitcoin in a manner thatadversely affects our business,prospects or operations.As B

243、itcoin have grown in both popularity and market size,governments around the world have reacted differently to Bitcoin withcertain governments deeming them illegal while others have allowed their use and trade.Governments may in the future curtail or outlaw the acquisition,use or redemption of Bitcoi

244、n.Ownership of,holding or trading inBitcoin may then be considered illegal and subject to sanction.Governments may also take regulatory action that may increase thecost and/or subject Bitcoin companies to additional regulation.The effect of any future regulatory change on our business or onBitcoin t

245、hat may impact our business is impossible to predict,but such change could be substantial and would have a materialadverse effect on our business,prospects and operations.Governments may in the future take regulatory actions that prohibit or severely restrict the right to acquire,own,hold,sell,use o

246、rtrade Bitcoin or to exchange Bitcoin for fiat currency.Similar actions by governments or regulatory bodies could result inrestriction of the acquisition,ownership,holding,selling,use or trading in our securities.Such a restriction could have a materialadverse effect on our reputation and ability to

247、 continue as a going concern or to pursue this segment at all,raise new capital whichwould have a material adverse effect on our business,prospects or operations and harm investors in our securities.Future regulatory actions and regulatory change related to our business or Bitcoin,may impact our abi

248、lity to continue to operateand such actions could affect our ability to continue as a going concern or to pursue this segment at all,which would have amaterial adverse effect on our business,prospects or operations.The development and acceptance of Bitcoin and algorithmic protocols governing the iss

249、uance of and transactions in Bitcoin issubject to a variety of factors that are difficult to evaluate.The use of Bitcoin to,among other things,buy and sell goods and services and complete transactions,is part of a new and rapidlyevolving industry that employs digital assets based upon a computer-gen

250、erated mathematical and/or Bitcoin protocol.The growthof this industry in general,and the use of Bitcoin in particular,is subject to a high degree of uncertainty,and the slowing orstopping of the development or acceptance of developing protocols may occur and is unpredictable.The factors include,but

251、 are notlimited to:Continued worldwide growth in the adoption and use of Bitcoin;Governmental and quasi-governmental regulation of Bitcoin and their use,or restrictions on or regulation of access to andoperation of the network or similar Bitcoin mining systems;Changes in consumer demographics and pu

252、blic tastes and preferences;The maintenance and development of the open-source software protocol of the network;The availability and popularity of other forms or methods of buying and selling goods and services,including new meansof using fiat currencies;General economic conditions and the regulator

253、y environment relating to digital assets;and Negative consumer sentiment and perception of Bitcoin specifically and Bitcoin generally.Such events would have a material adverse effect on our ability to continue as a going concern or to pursue this segment at all,which would have a material adverse ef

254、fect on our business,prospects or operations and potentially the value of any Bitcoins wehold or expect to acquire for our own account and harm investors in our securities.152025/5/11 23:18sec.gov/Archives/edgar/data/1996450/000121390025039870/ea0239365-s1a3_dmint.htmhttps:/www.sec.gov/Archives/edga

255、r/data/1996450/000121390025039870/ea0239365-s1a3_dmint.htm25/96 Banks and financial institutions may not provide banking services,or may cut off services,to businesses that provide Bitcoin-related services or that accept Bitcoin as payment,including financial institutions of investors in our securit

256、ies.A number of companies that provide Bitcoin and/or other Bitcoin-related services have been unable to find banks or financialinstitutions that are willing to provide them with bank accounts and other services.Similarly,a number of companies andindividuals or businesses associated with Bitcoin may

257、 have had and may continue to have their existing bank accounts closed orservices discontinued with financial institutions.We also may be unable to obtain or maintain these services for our business.Thedifficulty that many businesses that provide Bitcoin and/or other Bitcoin-related services have an

258、d may continue to have in findingbanks and financial institutions willing to provide them services may be decreasing the usefulness of Bitcoin as a payment systemand harming public perception of Bitcoin and could decrease its usefulness and harm its public perception in the future.Similarly,the usef

259、ulness of Bitcoin as a payment system and the public perception of Bitcoin could be damaged if banks or financialinstitutions were to close the accounts of businesses providing Bitcoin and/or other Bitcoin-related services.This could occur as aresult of compliance risk,cost,government regulation or

260、public pressure.The risk applies to securities firms,clearance andsettlement firms,national stock and commodities exchanges,the over the counter market and the Depository Trust Company,which,if any of such entities adopts or implements similar policies,rules or regulations,could result in the inabil

261、ity of ourinvestors to open or maintain stock or commodities accounts,including the ability to deposit,maintain or trade our securities.Suchfactors would have a material adverse effect on our ability to continue as a going concern or to pursue this segment at all,whichwould have a material adverse e

262、ffect on our business,prospects or operations and harm investors.The impact of geopolitical events on the supply and demand for Bitcoin is uncertain.Crises may motivate large-scale purchases of Bitcoin which could increase the price of Bitcoin rapidly.This may increase thelikelihood of a subsequent

263、price decrease as crisis-driven purchasing behavior wanes,adversely affecting the value of any Bitcoinwe hold or expect to acquire for our own account.Such risks are similar to the risks of purchasing commodities in generaluncertain times,such as the risk of purchasing,holding or selling gold.As an

264、alternative to gold or fiat currencies that are backed by central governments,Bitcoin,which are relatively new,are subject tosupply and demand forces.How such supply and demand will be impacted by geopolitical events is uncertain but could be harmfulto us and investors in our securities.Nevertheless

265、,political or economic crises may motivate large-scale acquisitions or sales ofBitcoin either globally or locally.Such events would have a material adverse effect on our ability to continue a s a going concern orto pursue this segment at all,which would have a material adverse effect on our business

266、,prospects or operations and potentiallythe value of any Bitcoin we hold or expect to acquire for our own account.Acceptance and/or widespread use of Bitcoins is uncertain.Currently,there is a relatively small use of Bitcoin in the retail and commercial marketplace for goods or services.In compariso

267、nthere is relatively large use by speculators contributing to price volatility.The relative lack of acceptance of Bitcoin in the retail and commercial marketplace limits the ability of end-users to use them topay for goods and services.Such lack of acceptance or decline in acceptances would have a m

268、aterial adverse effect on our ability tocontinue as a going concern or to pursue this segment at all,which would have a material adverse effect on our business,prospectsor operations and potentially the value of any Bitcoin we hold or expect to acquire for our own account.Political or economic crise

269、s may motivate large-scale sales of Bitcoins,which could result in a reduction in value and adverselyaffect us.As an alternative to fiat currencies that are backed by central governments,digital assets such as Bitcoin,which are relatively new,are subject to supply and demand forces based upon the de

270、sirability of an alternative,decentralized means of buying and sellinggoods and services,and it is unclear how such supply and demand will be impacted by geopolitical events.Nevertheless,politicalor economic crises may motivate large-scale acquisitions or sales of Bitcoin either globally or locally.

271、Large-scale sales of Bitcoinwould result in a reduction in their value and could adversely affect us.Such circumstances would have a material adverse effect onour ability to continue as a going concern or to pursue this segment at all,which would have a material adverse effect on ourbusiness,prospec

272、ts or operations and potentially the value of any Bitcoin we hold or expect to acquire for our own account andharm investors.162025/5/11 23:18sec.gov/Archives/edgar/data/1996450/000121390025039870/ea0239365-s1a3_dmint.htmhttps:/www.sec.gov/Archives/edgar/data/1996450/000121390025039870/ea0239365-s1a

273、3_dmint.htm26/96 Transactional fees may decrease demand for Bitcoin and prevent expansion.As the number of Bitcoin awarded for solving a block in a blockchain decreases,the incentive for miners to continue to contributeto the Bitcoin network will transition from a set reward to transaction fees.Eith

274、er the requirement from miners of highertransaction fees in exchange for recording transactions in a blockchain or a software upgrade that automatically charges fees for alltransactions may decrease demand for Bitcoin and prevent the expansion of the Bitcoin network to retail merchants andcommercial

275、 businesses,resulting in a reduction in the price of Bitcoin that could adversely impact an investment in our securities.In order to incentivize miners to continue to contribute to the Bitcoin network,the Bitcoin network may either formally orinformally transition from a set reward to transaction fe

276、es earned upon solving a block.This transition could be accomplished byminers independently electing to record in the blocks they solve only those transactions that include payment of a transaction fee.Iftransaction fees paid for Bitcoin transactions become too high,the marketplace may be reluctant

277、to accept Bitcoin as a means ofpayment and existing users may be motivated to switch from Bitcoin to another Bitcoin or to fiat currency.Decreased use anddemand for Bitcoin may adversely affect its value and result in a reduction in the price of Bitcoin and the value of our securities.Bitcoin invent

278、ory,including that maintained by or for us,may be exposed to cybersecurity threats and hacks.As with any computer code generally,flaws in Bitcoin codes may be exposed by malicious actors.Several errors and defects havebeen found previously,including those that disabled some functionality for users a

279、nd exposed users information.Exploitations offlaws in the source code that allow malicious actors to take or create money have previously occurred.Despite our efforts andprocesses to prevent breaches,our devices,as well as our servers,computer systems and those of third parties that we use in ourope

280、rations,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 tamperingwith our servers and computer systems or those of t

281、hird parties that we use in our operations.Such events could have a materialadverse effect on our ability to continue as a going concern or to pursue our new strategy at all,which could have a materialadverse effect on our business,prospects or operations and potentially the value of any Bitcoin or

282、other Bitcoin we mine orotherwise acquire or hold for our own account.Macro-market events or perception of the Bitcoin industry in general could negatively impact our financial condition.The Bitcoin market has experienced significant volatility and disruptions,characterized by fluctuating prices,reg

283、ulatory scrutiny,and varying public perception.These market conditions can potentially impact the reputation of firms operating in this space.Theremay be a heightened sense of caution or skepticism among customers,particularly retail investors,due to market instability.Thiscould affect their investm

284、ent decisions and trust in Bitcoin-related products and services.Counterparties,including institutionalinvestors and service providers,may exercise increased due diligence and risk assessment when engaging with Bitcoin-focusedbusinesses.Regulatory bodies globally are paying closer attention to Bitco

285、in assets,leading to a more stringent regulatoryenvironment.This increased oversight can affect the perception of our business,particularly in terms of compliance andtransparency.The market conditions necessitate a robust risk management framework to navigate the volatility and maintain operational

286、stability.We have enhanced our compliance and reporting mechanisms to align with evolving regulatory expectations.While the marketdisruptions have introduced challenges,our diversified portfolio and adaptive business model have mitigated substantial negativeimpacts.In anticipation of these risks,we

287、prioritize transparent communication with all stakeholders about market risks and our businesspractices.Engage in educational initiatives to improve public understanding of Bitcoin assets and their potential and proactivelyadapting to regulatory changes and working closely with regulators to ensure

288、compliance and build trust.It may be illegal in the future,to acquire,own,hold,sell or use Bitcoin,participate in the blockchain or utilize similar digitalassets in one or more countries,the ruling of which would adversely affect us.Although currently Bitcoin,the blockchain and digital assets genera

289、lly are not regulated or are lightly regulated in most countries,including the United States,and the United States may take regulatory actions in the future that could severely restrict the right toacquire,own,hold,sell or use these digital assets or to exchange for fiat currency.If the United State

290、s,federally,or individualstates take regulatory action to restrict the right to mine,acquire,hold sell or use digital assets,our business would be impacted.Such circumstances would have a material adverse effect on our ability to continue as a going concern or to pursue this segment atall,which woul

291、d have a material adverse effect on our business,prospects or operations and potentially the value of any Bitcoin wehold or expect to acquire for our own account and harm investors.172025/5/11 23:18sec.gov/Archives/edgar/data/1996450/000121390025039870/ea0239365-s1a3_dmint.htmhttps:/www.sec.gov/Arch

292、ives/edgar/data/1996450/000121390025039870/ea0239365-s1a3_dmint.htm27/96 If regulatory changes or interpretations require the regulation of Bitcoin or other digital assets under the securities laws of theUnited States or elsewhere,including the Securities Act of 1933,the Securities Exchange Act of 1

293、934 and the Investment Company Act of 1940 or similar laws of other jurisdictions and interpretations by the SEC,CFTC,IRS,Department of Treasury orother agencies or authorities,we may be required to register and comply with such regulations,including at a state or locallevel.To the extent that we de

294、cide to continue operations,the required registrations and regulatory compliance steps may resultin extraordinary expense or burdens to us.We may also decide to cease certain operations.Any disruption of our operations inresponse to the changed regulatory circumstances may be at a time that is disad

295、vantageous to us.Current and future legislation and SEC rulemaking and other regulatory developments,including interpretations released by aregulatory authority,may impact the manner in which Bitcoin is viewed or treated for classification and clearing purposes.Inparticular,Bitcoin may not be exclud

296、ed from the definition of“security”by SEC rulemaking or interpretation requiring registrationof all transactions,unless another exemption is available,including transacting in Bitcoin amongst owners and require registrationof trading platforms as“exchanges”.We cannot be certain as to how future regu

297、latory developments will impact the treatment ofBitcoin under the law.If we determine not to comply with such additional regulatory and registration requirements,we may seek tocease certain of our operations or be subjected to fines,penalties and other governmental action.Any such action may adverse

298、lyaffect an investment in us.Such circumstances would have a material adverse effect on our ability to continue as a going concernor to pursue this segment at all,which would have a material adverse effect on our business,prospects or operations and potentiallythe value of any Bitcoin we hold or exp

299、ect to acquire for our own account and harm investors.Lack of liquid markets,possible manipulation of blockchain/Bitcoin-based assets and lack of effectiveness of safeguards for ourBitcoin may adversely affect us.Digital assets that are represented and trade on a ledger-based platform may not necess

300、arily benefit from viable trading markets.Stock exchanges have listing requirements and vet issuers,requiring them to be subjected to rigorous listing standards and rulesand monitoring investors transacting on such platform for fraud and other improprieties.These conditions may not necessarily berep

301、licated on a distributed ledger platform,depending on the platforms controls and other policies.We have elected to useCoinbase the largest US exchange by volume,and a publicly listed company to sell our Bitcoin in an attempt to combat theseissues.Coinbase maintains robust exchange controls,and opera

302、tes futures markets,custodial services,and is a partner in multipleBitcoin ETFs.We believe these elements significantly limit the ability of market manipulation due to low-liquidity.However,Coinbase does not have the same vetting of issuers as a national securities exchange,which leads to a higher p

303、otential risk for fraudor manipulation of digital assets.Such fraud our manipulation may decrease liquidity or volume,or increase volatility of digitalsecurities or other assets,which may adversely affect us.Such circumstances would have a material adverse effect our ability tosell Bitcoin at profit

304、able prices,which would have a material adverse effect on our business,prospects or operations and potentiallythe value of any Bitcoin we hold or expect to acquire for our own account and harm investors.Additionally,other than relying on the security protocols and safeguards provided to Coinbase and

305、 Fireblocks account holders,theCompany has not implemented any additional safeguards or policies to protect its Bitcoin other than limiting the personnel whohave access to the accounts to our executive officers.We also currently do not have our Bitcoin insured against theft,hacking orloss.The risk o

306、f using digital wallets is that the possession of the Companys Bitcoin is reliant upon a third-party maintainingcontrol of its security protocols to protect possession.If Fireblocks were to be infiltrated,all of the Bitcoin held with it couldpotentially be lost or inaccessible.Further,if Coinbase we

307、re to be infiltrated after the Companys Bitcoin is transferred into itsaccount,such Bitcoin could potentially be lost or inaccessible.If either of those events occur,it could result in a loss of our all orsome of our Bitcoin,which would have a material adverse effect on our business and financial co

308、ndition as the sale of Bitcoin isour only source of revenue and the loss of such assets would mean the loss of our revenue.If federal or state legislatures or agencies initiate or release tax determinations that change the classification of Bitcoin asproperty for tax purposes(in the context of when

309、such Bitcoin are held as an investment),such determination could have anegative tax consequence on our Company or our shareholders.Current IRS guidance indicates that digital assets such as Bitcoin should be treated and taxed as property,and that transactionsinvolving the payment of Bitcoin for good

310、s and services should be treated as barter transactions.While this treatment creates apotential tax reporting requirement for any circumstance where the ownership of a Bitcoin passes from one person to another,usually by means of Bitcoin transactions(including off-blockchain transactions),it preserv

311、es the right to apply capital gainstreatment to those transactions which may adversely affect an investment in our Company.182025/5/11 23:18sec.gov/Archives/edgar/data/1996450/000121390025039870/ea0239365-s1a3_dmint.htmhttps:/www.sec.gov/Archives/edgar/data/1996450/000121390025039870/ea0239365-s1a3_

312、dmint.htm28/96 Our dependence on third-party software and personnel may leave us vulnerable to price fluctuations and rapidly changingtechnology.Competitive conditions within the Bitcoin industry require that we use sophisticated technology in the operation of our business.The industry for blockchai

313、n technology is characterized by rapid technological changes,new product introductions,enhancementsand evolving industry standards.New technologies,techniques or products could emerge that might offer better performance thanthe software and other technologies we currently utilize,and we may have to

314、manage transitions to these new technologies toremain competitive.We may not be successful,generally or relative to our competitors in the Bitcoin industry,in timelyimplementing new technology into our systems,or doing so in a cost-effective manner.During the course of implementing anysuch new techn

315、ology into our operations,we may experience the system interruptions and failures discussed above.Furthermore,there can be no assurances that we will recognize,in a timely manner or at all,the benefits that we may expect as a result of ourimplementing new technology into our operations.We rely on co

316、mputer hardware,purchased or leased,and software licensed from and services rendered by third parties in orderto provide our solutions and run our business,sometimes by a single-source supplier.We rely on computer hardware,purchased or leased,and software licensed from and services rendered by third

317、-parties in order toprovide our solutions and run our business,sometimes by a single-source supplier.The hardware used are Bitcoin miningcomputers and related peripherals specifically programmed to mine Bitcoin.This hardware is purchased under standard contractterms,including purchase price,delivery

318、 date,and remediation for failures to meet delivery timelines.Third-party hardware maynot continue to be available on commercially reasonable terms,or at all.Any loss of the right to use or any failures of third-partyhardware could result in delays in our ability to provide our solutions or run our

319、business until equivalent hardware is developed byus or,if available,identified,obtained and integrated,which could be costly and time-consuming and may not result in anequivalent solution,any of which could cause an adverse effect on our business and operating results.While this hardware isspeciali

320、zed,there are several primary vendors for this equipment,and numerous secondary retailers.The primary software utilized by our business is“pooled mining services”,wherein miners direct their hashrate to a shared serviceto earn more consistent,predictable Bitcoin returns.We currently have agreed to t

321、he general terms and conditions of service withFoundry Digital Minings pool services.The pooled mining services are third-party software and services,and may not continue tobe available on commercially reasonable terms,or at all.Any loss of the right to use or any failures of software or services co

322、uldresult in delays in our ability to provide our solutions or run our business until equivalent software or services are developed by usor,if available,identified,obtained and integrated,which could be costly and time-consuming and may not result in an equivalentsolution,any of which could cause an

323、 adverse effect on our business and operating results.In the event that no“pooled miningservices”are available at all,we believe our business can operate natively on the Bitcoin network without the use of such services.However,this would cause significant delays in the discovery of new blocks,and th

324、erefore payments,but result in a larger rewardat the time of discovery.The ultimate effect would be an increased volatility in our earnings when viewed daily,but only a smalldisruption when viewed at an annual scale.OLB may default on a Master Equipment Finance Agreement and we may lose 100 mining c

325、omputers pledged as collateral.On November 29,2021,OLB entered into a Master Equipment Finance Agreement(“MFA”)with VFS,LLC(“VFS”)inconnection with DMINTs initial purchase of 100 mining computers.The MFA requires that OLB pay$24,837 per month to VFSfor 36 months.Those initial 100 mining computers ha

326、ve been pledged as collateral and,in the event of default by OLB,VFS hasthe option to take possession of all or a portion of those initial 100 mining computers to satisfy any outstanding indebtedness.AtDecember 31,2024,$202,939 remains outstanding of OLBs payment obligations under the MFA.Following

327、the Spin-OffDistribution,if a balance remains on the MFA,it is anticipated that the MFA will be assigned to DMINT.We plan to pay themonthly payment through the sale of the Bitcoins we mine and assuming the price of Bitcoin does not decrease substantially,webelieve we will have sufficient funds to me

328、et these obligations going forward.However,in the event that DMINT fails to makerequired payments,we may default on the MFA obligation and could potentially loose up to 100 of those initial mining computers.Also,in the event that Bitcoin pricing significantly decreases,it could have a negative impac

329、t on the resale value of the miningequipment upon a default and collection action by VFS.However,there would be no increase or decrease of OLB monthlypayment obligations,or DMINT if it assumed OLBs obligations,under the MFA.192025/5/11 23:18sec.gov/Archives/edgar/data/1996450/000121390025039870/ea02

330、39365-s1a3_dmint.htmhttps:/www.sec.gov/Archives/edgar/data/1996450/000121390025039870/ea0239365-s1a3_dmint.htm29/96 Risks Related to Laws and Regulations Failure to comply with,or changes in,laws,regulations and enforcement activities may adversely affect the products,servicesand markets in which we

331、 operate.We are subject to U.S.financial services regulations,a myriad of consumer protection laws,including economic sanctions,lawsand regulations,anticorruption laws,escheat regulations and privacy and information security regulations.Changes to legal rulesand regulations,or interpretation or enfo

332、rcement of them,could have a negative financial effect on us.Any lack of legal certaintyexposes our operations to increased risks,including increased difficulty in enforcing our agreements in those jurisdictions andincreased risks of adverse actions by local government authorities,such as expropriat

333、ions.In addition,the company from which wepurchase power to run the machines is subject to regulation by federal and state authority and,as a result,could pass through someof those compliance obligations to us,which could adversely affect our business,financial condition or results of operations.The regulatory landscape for Bitcoin assets is evolving rapidly,with significant jurisdictional variati