6-K
Bitzero Holdings Inc. (AIBZ)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
FORM 6-K
REPORTOF FOREIGN PRIVATE ISSUER
PURSUANTTO RULE 13a-16 OR 15d-16
OFTHE SECURITIES EXCHANGE ACT OF 1934
Forthe month of June 2026
CommissionFile Number: 001-43300
BITZERO HOLDINGS INC.
(Registrant)
1100Bentall Centre505 Burrard Street, Suite 1100
Vancouver,British Columbia, V7X 1M5 Canada
(Addressof Principal Executive Offices)
Indicate by check mark whether the Registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☐ Form 40-F ☒
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| BITZERO HOLDINGS INC. | ||||||
| (Registrant) | ||||||
| Date:<br> June 11, 2026 | By | /s/<br> Mohammed Bakhashwain | ||||
| Mohammed<br> Bakhashwain | ||||||
| Chief<br> Executive Officer |
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EXHIBITINDEX
| Exhibit | Description of Exhibit | |
| 99.1 | News Release dated June 4, 2026 – Bitzero Holdings Inc. Receives Approval to List on the Nasdaq Stock Market | |
| 99.2 | Notice of Change of Status Report dated June 9, 2026 |
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Exhibit99.1
BitzeroHoldings Inc. Receives Approval to List on the Nasdaq Stock Market
CommonShares Expected to Commence Trading on Nasdaq Under the Symbol "AIBZ" on Tuesday, June 9, 2026
VANCOUVER,BC (June 4, 2026) — Bitzero Holdings Inc. (CSE: BITZ.U) (OTCQB: BTZRF) (FSE: 000) ("Bitzero" or the "Company"), a provider of sustainable blockchain and high-performance compute ("HPC") data center infrastructure, is pleased to announce that the common shares of the Company (the "Common Shares") have been approved for listing on The Nasdaq Stock Market ("Nasdaq") under the ticker symbol "AIBZ".
The Common Shares are expected to commence trading on Nasdaq on Tuesday, June 9, 2026. The Nasdaq listing represents a significant milestone in Bitzero’s growth strategy, increasing visibility among institutional and retail investors, enhancing liquidity, and broadening access to U.S. capital markets. Concurrently, the Company's ticker symbol on the Canadian Securities Exchange (the "CSE") will change from "BITZ.U" to "AIBZ.U" on the same date. In connection with the Nasdaq listing, the Company expects its Common Shares to be removed from the OTCQB Venture Market on June 9, 2026.
The Company has filed a registration statement on Form 40-F with the United States Securities and Exchange Commission (the "SEC") in connection with the Nasdaq listing pursuant to the multijurisdictional disclosure system. The registration statement is expected to become effective on or before 4:30 p.m. (Eastern Time) on June 8, 2026, in advance of the commencement of trading on Nasdaq on June 9, 2026.
No action is required by existing shareholders in connection with the Nasdaq listing or the CSE ticker symbol change. Previously issued share certificates remain valid and need not be exchanged. The CUSIP and ISIN numbers for the Common Shares remain unchanged.
“Today's announcement marks the beginning of an exciting new chapter for our Company. Nasdaq provides us with access to one of the world's premier capital markets as we pursue our growth objectives and create long-term value for shareholders”, said Bitzero’s Founder and CEO Mohammed Bakhashwain. “At the same time, we are enhancing our board and strategic capabilities through the appointment of two accomplished directors who bring valuable expertise and perspectives to our board.”
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Boardand Governance Updates
| • | In<br> connection with the Company’s transition to Nasdaq, Gilles Seguin has stepped down<br> as Chair and Director, effective immediately. The board thanks Mr. Seguin for his leadership<br> and dedicated service during a pivotal stage in the Company’s evolution. |
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| • | Effective<br> immediately, Founder and CEO Mohammed Bakhashwain has been appointed Chair of the board,<br> ensuring leadership continuity as the Company enters its next chapter as a Nasdaq-listed<br> issuer. |
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| • | To<br> further support the Company’s growth, the board has appointed Guido Contesso and Selena<br> Barrera to serve as independent directors, effective immediately. |
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DirectorBiographies
| • | Guido<br> Contesso — Mr. Contesso brings more than 30 years of experience in financial markets,<br> asset management, private equity, and venture capital. He has extensive expertise in capital<br> formation, investment execution, and cross-border transactions, having worked with institutional<br> investors, family offices, and growth-stage companies across multiple asset classes. His<br> experience in technology-focused business development and capital markets is expected to<br> contribute to Bitzero’s expansion in sustainable digital infrastructure and AI/HPC<br> data centers. |
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| • | Selena<br> Barrera — Ms. Barrera is an organizational strategist, researcher, and governance advocate<br> with deep experience strengthening institutions and supporting community development. She<br> has led and advised initiatives in organizational effectiveness, quality assurance, auditing,<br> stakeholder engagement, and operational accountability, helping organizations build sustainable<br> systems that uphold transparency, integrity, and public trust. With a longstanding focus<br> on the evolution of economic and financial systems, she brings a broad perspective on governance,<br> institutional resilience, and the societal impact of innovation, grounded in collaborative<br> leadership and long-term stakeholder value. |
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AboutBitzero Holdings Inc.
Bitzero Holdings Inc. is a provider of IT energy infrastructure and high-efficiency power for data centers. The Company focuses on data center development, high-performance compute (HPC), and strategic data center hosting partnerships. Bitzero Holdings Inc. operates four data center locations in the North American and Scandinavian regions, powered by clean, low-carbon energy sources. Visit www.bitzero.com for more information.
BitzeroContact
Mohammed Bakhashwain
+44 777 303 0394
InvestorRelations Contact
Victoria Rutherford
480-625-5772
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Forward-LookingInformation
Thispress release contains "forward-looking information" within the meaning of applicable Canadian securities legislation and "forward-lookingstatements" within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking informationand statements in this press release include, but are not limited to, statements regarding: the expected commencement of trading of theCommon Shares on Nasdaq on June 9, 2026; the anticipated change of the Company's CSE ticker symbol; the expected removal of the CommonShares from the OTCQB Venture Market; the anticipated benefits of the Nasdaq listing, including enhanced visibility, improved liquidity,broader access to capital markets, and strengthened market positioning; the Company's growth strategy and pursuit of growth objectives;the Company's mission and expansion in sustainable digital infrastructure and AI/HPC data centers; and the creation of long-term valuefor shareholders.
Forward-lookinginformation and statements are based on certain assumptions and involve known and unknown risks and uncertainties that could cause actualresults to differ materially from those expressed or implied by such forward-looking information and statements. Key assumptions include,without limitation: the Company's Common Shares will be accepted for trading on Nasdaq as anticipated; the SEC registration statementon Form 40-F will be declared effective prior to the anticipated trading date; general market and economic conditions will remain stable;and the Company will continue to operate its business in the ordinary course.
Keyrisks and uncertainties that could cause actual results to differ materially from forward-looking information and statements include,without limitation: the Company may not realize the anticipated benefits of the Nasdaq listing; trading volumes and liquidity may notincrease as expected; general market, economic, and industry conditions may deteriorate; the Company may not be able to access capitalmarkets on favourable terms or at all; changes in applicable laws or regulations; the Company may not be able to maintain compliancewith the continued listing standards of Nasdaq or the CSE; fluctuations in Bitcoin prices and cryptocurrency market conditions; competitionfrom other participants in the data center and blockchain industries; and other risks described in the Company's public disclosure documentsfiled on SEDAR+ (www.sedarplus.ca) and with the SEC (www.sec.gov).
Theforward-looking information and statements contained in this press release are made as of the date hereof, and the Company does not undertakeany obligation to update or revise any forward-looking information or statements, whether as a result of new information, future events,or otherwise, except as required by applicable securities laws. Readers are cautioned not to place undue reliance on forward-lookinginformation and statements.
NeitherNasdaq, the CSE, nor any securities regulatory authority has approved or disapproved of the contents of this press release.
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Exhibit99.2
CHANGEOF STATUS REPORT
SECTION11.2 OF NATIONAL INSTRUMENT 51-102
Pursuant to section 11.2 of National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”), BitZERO Holdings Inc. (the “Corporation”) reports that its common shares were listed for trading on Nasdaq effective June 9, 2026. As a result, the Corporation has ceased to be a “venture issuer” as that is defined in NI 51-102.
Dated the 9^th^ day of June, 2026.
BitZEROHoldings Inc.
By: /s/ Mohammed Bakhashwain
Name: Mohammed Bakhashwain
Title: Chief Executive Officer
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