Alpha Compute Corp F-3, filed Nov 6, 2025
Alpha Compute Corp (ALP)
As filed with the Securities and Exchange Commission on November 6, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM F-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ALPHATON CAPITAL CORP
(Exact name of Registrant as specified in its charter)
N/A
(Translation of Registrant’s name into English)
| British Virgin Islands | Not Applicable | |
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification Number) |
Clarence Thomas Building, P.O. Box 4649
Road Town, Tortola
British Virgin Islands, VG1110
(302) 219-5556
(Address and telephone number of Registrant’s principal executive offices)
Brittany Kaiser, CEO
c/o Portage Development Services, Inc.
1111B S Governors Ave, Ste 25907
Dover, Delaware 19904
(302) 219-5556
(Name, address, and telephone number of agent for service)
Copies to:
Steven J. Abrams, Esq. Stephen Nicolai, Esq. Hogan Lovells US LLP 1735 Market Street, Suite 2300 Philadelphia, PA 19103 (267) 675-4600 |
Michael Doyle Forbes Hare LLP 5 King’s Bench Walk Temple, London EC4Y 7DN United Kingdom +44 (0) 207 0143 225 |
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the 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 check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
This registration statement shall hereafter become effective in accordance with the provisions of section 8(a) of the Securities Act of 1933.
The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED NOVEMBER 6, 2025
PRELIMINARY PROSPECTUS
189,719 Ordinary Shares
Offered by the Selling Shareholder
This prospectus relates to the offer and resale, from time to time, by the selling shareholder named in this prospectus (the “Selling Shareholder”) of up to an aggregate of 189,719 of our ordinary shares (the “Shares”), no par value per share (the “Ordinary Shares”). We are not selling any Ordinary Shares under this prospectus and will not receive any proceeds from the sale of the Shares by the Selling Shareholder.
The Selling Shareholder may sell or otherwise dispose of the Shares covered by this prospectus in a number of different ways and at varying prices. We provide more information about how the Selling Shareholder may sell or otherwise dispose of the Shares covered by this prospectus in the section entitled “Plan of Distribution”. Discounts, concessions, commissions and similar selling expenses attributable to the sale of the Shares covered by this prospectus will be borne by the Selling Shareholder. We will pay all expenses (other than discounts, concessions, commissions and similar selling expenses) relating to the registration of the Shares with the U.S. Securities and Exchange Commission (the “SEC”).
Our Ordinary Shares are traded on The Nasdaq Capital Market under the symbol “ATON.” On November 5, 2025, the last reported sale price of our Ordinary Shares on The Nasdaq Capital Market was $4.75 per share.
Investing in the securities offered in this prospectus involves a high degree of risk. Before making any investment in these securities, you should consider carefully the risks and uncertainties in the section entitled “Risk Factors” beginning on page 6 of this prospectus, and in the other documents that are incorporated by reference into this prospectus.
Neither the SEC nor any state or non-U.S. regulatory body has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is , 2025
TABLE OF CONTENTS
This prospectus relates to the resale by the Selling Shareholder identified in this prospectus under the section “Selling Shareholder,” from time to time, of up to an aggregate of 189,719 of our Ordinary Shares. We are not selling any Ordinary Shares under this prospectus and will not receive any proceeds from the sale of the Shares by the Selling Shareholder.
This prospectus is part of a registration statement on Form F-3 that we have filed with the SEC. It omits some of the information contained in the registration statement, and reference is made to the full registration statement for further information with regard to us and the securities being offered by the Selling Shareholder. Any statement contained in this prospectus concerning the provisions of any document filed as an exhibit to the registration statement or otherwise filed with the SEC is not necessarily complete, and in each instance, reference is made to the copy of the document filed. You should review the complete document to evaluate these statements.
You should rely only on the information contained in this prospectus. We have not, and the Selling Shareholder has not, authorized anyone to provide you with information other than the information that has been provided or incorporated by reference in this prospectus, and your reliance on any unauthorized information or representation is at your own risk. This prospectus may be used only in jurisdictions where offers and sales of these securities are permitted. You should assume that the information appearing in this prospectus is accurate only as of the date of this prospectus and that any information incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus, or any sale of our securities. Our business, financial condition and results of operations may have changed since those dates.
We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.
To the extent there is a conflict between the information contained in this prospectus, on the one hand, and the information contained in any document incorporated by reference filed with the SEC before the date of this prospectus, on the other hand, you should rely on the information in this prospectus. If any statement in a document incorporated by reference is inconsistent with a statement in another document incorporated by reference having a later date, the statement in the document having the later date modifies or supersedes the earlier statement.
Neither we nor the Selling Shareholder have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons who come into possession of this prospectus and any free writing prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to this offering and the distribution of this prospectus and any free writing prospectus applicable to that jurisdiction.
This prospectus does not constitute an offer to sell or the solicitation of an offer to buy any of our securities other than the securities covered hereby, nor does this prospectus constitute an offer to sell or the solicitation of an offer to buy any securities of the Company in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. You should read this prospectus, including any information incorporated by reference, and any free writing prospectus authorized for use in connection with this offering, in its entirety before making an investment decision. You should also read and consider the information in the documents to which we have referred you in the sections entitled “Incorporation of Certain Information by Reference” and “Where You Can Find More Information.”
In this prospectus, unless the context indicates otherwise the terms “AlphaTON Capital Corp,” “the Company,” “our Company,” “ATON,” “we,” “us” or “our” are used interchangeably and mean AlphaTON Capital Corp and its subsidiaries.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as “believe,” “expect,” “anticipate,” “intend,” “estimate,” “will,” “should,” “could,” “would,” “may,” “target,” “project,” “predict,” “plan,” “potential,” “continue,” “indicate,” “suggests,” “may,” “designed to,” “ongoing,” “forecast,” and similar references, although not all forward-looking statements contain these words. Forward-looking statements are neither historical facts nor assurances of future performance. These statements are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward- looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Risks and uncertainties that could cause actual results to vary from expected results expressed in our forward-looking statements include, but are not limited to:
| • | the risk that we may not secure additional financing or TON; |
| • | the uncertainty of our investment in TON; |
| • | the uncertainty around our legacy business, our operational strategy, our executive management team; |
| • | the risks from Telegram’s platform and ecosystem; |
| • | the potential impact of markets and other general economic conditions; |
| • | the risk of not being able to fully realize the anticipated benefits of our recent financing; |
| • | the uncertainty regarding our need for financing and our estimates regarding our capital requirements and future revenues and profitability; |
| • | our ability to service and repay debt obligations; and |
| • | the risks from specific restrictions on operations from our credit facility; |
The risks and uncertainties set forth above are not exhaustive and additional factors, including those identified in this prospectus under the heading “Risk Factors,” and factors described elsewhere in this prospectus and in other filings we make with the SEC, including the other risks and uncertainties identified in Item 3.D. Risk Factors in our Annual Report on Form 20-F for the year ended March 31, 2025 and included in our Form 6- Ks furnished to the SEC, could adversely affect our business and financial performance. Therefore, you should not rely unduly on any of these forward-looking statements. Forward-looking statements contained in this prospectus speak as of the date hereof and we do not undertake any obligation to update or revise any of these forward-looking statements, whether as a result of new information, future events and developments or otherwise, except as required by law.
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The following summary highlights certain information contained elsewhere or incorporated by reference in this prospectus. This summary provides an overview of selected information and does not contain all of the information you should consider in making your investment decision. Therefore, you should read the entire prospectus, and the documents incorporated by reference herein carefully before investing in our securities. Investors should carefully consider the information set forth under the heading “Risk Factors” of this prospectus and the financial statements and other information incorporated by reference in this prospectus.
Overview
We have two primary lines of business. On September 2, 2025, we consummated a private placement of securities, which closed on September 25, 2025 (the “Private Placement”), of approximately $36.2 million in gross proceeds to be able to enter into the digital asset industry with a focus on The Open Network (TON) token, “Toncoin” or “TON”. Since 2019, we have been engaged in researching and developing immune oncology treatments.
Digital Asset Business
Our entry into the digital asset industry seeks to capitalize on the current change in regulation relating to, and the growing investor and consumer appetite for, digital assets; in particular The Open Network (TON) token. We believe there is a current unique opportunity to invest in TON token by means of direct acquisition and long-term holding as a core treasury asset. This opportunity is founded on the increasing adoption of decentralized networks, the technological advancements underlying TON, and the expanding use cases for blockchain-based assets.
TON token is an especially compelling digital asset because it is currently the exclusive blockchain partner for the Telegram app, which is one of the top 10 most popular apps globally, hosting over 1 billion monthly active users. This partnership positions TON at the center of a vast and active user base, providing significant potential for ecosystem growth, adoption, and utility. The scalable architecture of TON, combined with its active developer community and integration with a major global platform like Telegram, enhances its prospects for broad adoption and long-term value creation.
Our objective through holding TON token is to provide shareholders with exposure to the potential appreciation of TON token and to participate in the development of the TON ecosystem. To achieve this, our general strategy for deploying our working capital is to immediately allocate 99% of our net cash proceeds from the Private Placement to the purchase of TON token (other than the $4 million allocated to our legacy business), with the remaining 1% reserved for operational expenses and liquidity needs. We will acquire TON token through transactions on digital asset exchanges and through over-the-counter (OTC) arrangements, and direct purchases from qualified sellers, as appropriate. Our initial capital will be deployed upon availability, ensuring prompt exposure to TON token. Notwithstanding our objective, our acquisition of TON token may be influenced by market liquidity, regulatory considerations, or operational factors. We may also maintain a small portion of our capital in cash or cash equivalents to manage ongoing operational expenses.
In addition to our initial deployment, we plan to continue to raise funds to grow our treasury through private investment in public equity (PIPE) transactions, at-the-market (ATM) offerings, public offerings and other financings. These ongoing capital-raising efforts will support the continued accumulation of TON token as part of our yield-bearing treasury strategy.
For the TON token that we acquire, we will design and use liquidity management strategies for our cryptocurrency holdings, including staking protocols and yield optimization, as applicable. We intend to design and implement diversified digital asset portfolio allocation models as prudent in relation to our TON holdings so that we can manage risk and respond to evolving market conditions. We will conduct a regular review of emerging decentralized finance (“DeFi”) protocols and yield-generating opportunities for TON with institutional safeguards so as to enhance returns while maintaining appropriate risk controls and compliance with applicable regulations.
From the Private Placement, we acquired our first significant treasury tranche of approximately $15 million of TON.
Immune-Oncology Treatment Research and Development
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In our immune-oncology activities, we have been seeking to advance treatments that we believe will be first-in-class therapies that target known checkpoint resistance pathways to improve long-term treatment response and quality of life in patients with invasive cancers.
We attempt to source and develop early-to mid-stage treatments that we believe will be first-in-class therapies for a variety of cancers, by funding, implementing viable, cost- effective product development strategies, clinical counsel/trial design, shared services, financial and project management to enable efficient, turnkey execution of commercially informed development plans. Our drug development focuses on product candidates or technologies based on biology addressing known resistance pathways/mechanisms of current checkpoint inhibitors with established scientific rationales.
At this time, we have limited capital to fund our immune-oncology business activities. We have been exploring different funding alternatives. We expect to utilize approximately $4 million of the net proceeds of the Private Placement for our legacy business. However, there is no assurance that there will be sufficient capital available for our immune-oncology activities, or available on satisfactory terms, to enable us to continue our immune-oncology business.
We are also exploring strategic alternatives for our immune-oncology business activities, which may include finding a partner for one or more of our assets, a sale of all or a portion of our immune- oncology assets, a sale of some of our research subsidiaries, corporate restructurings both in and out of court for all or some of our research subsidiaries, further financing efforts directed specifically for the immune-oncology business or other strategic actions.
For a description of our business, financial condition, results of operations and other important information regarding the Company and its digital assets, we refer you to our filings with the SEC incorporated by reference into this prospectus. For instructions on how to find copies of these documents, see the section entitled “Where You Can Find More Information.” More information about us is also available through our website at www.alphatoncapital.com. The information on such website is not incorporated by reference and is not a part of this prospectus.
Corporate Information
We were originally incorporated in Ontario, Canada in 1973. We were inactive until 1985. Then, between 1986 and 2012, we were engaged in variety of businesses. Between 1986 to 2012, we went through several name changes ending with “Bontan Corporation Inc.” In December 2012, we decided to change the focus of our business activities and, in 2013, we began our business focus within the biotechnology sector. On June 4, 2013, we acquired Portage Pharma Ltd., a biotech private limited company formed under the laws of the British Virgin Islands, by an exchange of shares. On July 5, 2013, we changed our name to “Portage Biotech Inc.” and moved our jurisdiction from Ontario, Canada, to the British Virgin Islands under a certificate of continuance issued by the Registrar of Corporate Affairs of the BVI. On August 11, 2025, we changed our name to “AlphaTON Capital Corp” in connection with our change of focus of our business activities to digital assets. On February 25, 2021, our Ordinary Shares began trading on the Nasdaq Capital Market under the symbol “PRTG” and, since August 13, 2025, have been trading under the symbol “ATON”.
We are a BVI business company limited by shares with our registered office located at Clarence Thomas Building, P.O. Box 4649, Road Town, Tortola, BVI. Our United States agent is Brittany Kaiser, the Chief Executive Officer of the Company, whose business address is 1111B S Governors Ave Ste 25907, Dover, Delaware 19904. We currently are a foreign private issuer under the SEC rules. Our telephone number is (302) 219-5556. Our website address is www.alphatoncapital.com. The inclusion of our website address is intended to be an inactive textual reference only and not an active hyperlink to our website. The information contained in, or that can be accessed through, our website address is not incorporated by reference in this prospectus and is not part of this prospectus. The SEC also maintains an internet website located at www.sec.gov that contains the information we file or furnish electronically with the SEC.
Implications of Being a Foreign Private Issuer
We are a foreign private issuer within the meaning of the rules under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As such, we are exempt from certain provisions applicable to U.S. domestic public companies. For example:
| • | we are not required to provide as many Exchange Act reports, or as frequently, as a domestic public company; |
| • | for interim reporting, we are permitted to comply solely with our home country requirements, which are less rigorous than the rules that apply to domestic public companies; |
| • | we are not required to provide the same level of disclosure on certain issues, such as executive compensation; |
| • | we are exempt from provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information; |
| • | we are not required to comply with the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; and |
| • | we and our officers, directors and significant shareholders owning 10% or more of our equity are not required to comply with Section 16 of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and establishing insider liability for profits realized from any “short-swing” trading transaction. |
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| Ordinary Shares offered by the Selling Shareholder: | Up to 189,719 Ordinary Shares. | |
| Ordinary Shares outstanding as of October 20, 2025: | 6,349,197 Ordinary Shares. | |
| Use of proceeds: | We will not receive any proceeds from the sale of the Shares offered hereby by the Selling Shareholder. | |
| Risk factors: | An investment in our securities involves a high degree of risk. See the section entitled “Risk Factors” of this prospectus and the similarly titled sections in the documents incorporated by reference into this prospectus for a discussion of factors you should consider before deciding to invest in our securities. | |
| Nasdaq Capital Market symbol: | “ATON” |
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An investment in our securities involves a high degree of risk. You should carefully consider the risk factors discussed below and incorporated by reference from our most recent Annual Report on Form 20-F and our reports on Form 6-K, and all other information contained or incorporated by reference into this prospectus, as updated by our subsequent filings under the Exchange Act, and the risk factors and other information contained in any applicable prospectus supplement and any applicable free writing prospectus before you decide whether to invest in our securities. We may face additional risks and uncertainties that are not presently known to us, or that we currently deem immaterial, which may also impair our business. You should consult your own financial and legal advisors as to the risks entailed by an investment in our securities and the suitability of investing in our securities in light of your particular circumstances. Some statements in this prospectus, including such statements in the following risk factors, constitute forward-looking statements. See the section titled “Cautionary Note Regarding Forward-Looking Statements.”
A large number of Ordinary Shares may be sold in the market upon the SEC declaring the registration statement registering for resale the Ordinary Shares issued or issuable in connection with the Private Placement effective, which may significantly depress the market price of our Ordinary Shares.
On October 10, 2025, we filed a registration statement on Form F-3 registering for resale an aggregate of 7,473,917 of Ordinary Shares issued or issuable in connection with the Private Placement consisting of (i) 4,215,451 issued and outstanding Ordinary Shares and (ii) 3,258,466 Ordinary Shares issuable upon the exercise of pre-funded warrants to purchase Ordinary Shares (the “October 10, 2025 Resale Registration Statement”). A substantial number of Ordinary Shares may be sold in the public market once the October 10, 2025 Resale Registration Statement is declared effective. If there are significantly more Ordinary Shares offered for sale than buyers are willing to purchase, then the market price of our Ordinary Shares may decline to a market price at which buyers are willing to purchase the offered Ordinary Shares and sellers remain willing to sell our Ordinary Shares. Sales of a substantial number of Ordinary Shares in the public market, or the perception that such sales might occur, could depress the market price of our Ordinary Shares and could impair our ability in the future to raise capital through the sale of our additional equity securities.
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The net proceeds from any disposition of the Shares covered by this prospectus will be received by the Selling Shareholder. We will not receive any of the proceeds from any such Ordinary Shares offered by this prospectus.
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We have prepared this prospectus to allow the Selling Shareholder to offer and sell from time to time the Shares. The Ordinary Shares beneficially owned prior to the offering by the Selling Shareholder in the table below is based on information supplied to us by the Selling Shareholder, with beneficial ownership determined in accordance with the rules and regulations of the SEC and includes voting or investment power with respect to the Ordinary Shares. This information does not necessarily indicate beneficial ownership for any other purpose.
The percentages of beneficial ownership of the Selling Shareholder in the below table is based upon on a denominator equal to 6,349,197 Ordinary Shares outstanding as of October 20, 2025.
The Selling Shareholder may sell some, all or none of the Ordinary Shares offered by this prospectus from time to time. We do not know how long the Selling Shareholder will hold the Ordinary Shares covered hereby before selling them and we currently have no agreements, arrangements or understandings with the Selling Shareholder regarding the sale or other disposition of any Ordinary Shares.
In addition, since the date on which the Selling Shareholder provided the information, the Selling Shareholder may have sold, transferred or otherwise disposed of all or a portion of the Ordinary Shares in transactions exempt from the registration requirements of the Securities Act. Any changed information given to us by the Selling Shareholder will be set forth in prospectus supplements, post-effective amendments or in filings we make with the SEC under the Exchange Act, which are incorporated by reference in this prospectus, if and when necessary.
As used in this prospectus, the term “Selling Shareholder” includes the Selling Shareholder listed in the table below, together with any additional Selling Shareholder listed in a prospectus supplement, and its donees, pledgees, assignees, transferees, distributees and successors-in-interest that receive such Shares in any non-sale transfer after the date of this prospectus.
| Percentage | ||||||||||||
| of | ||||||||||||
| Ordinary | Percentage of Total | |||||||||||
| Number of Ordinary | Shares | Outstanding Ordinary | ||||||||||
| Shares Beneficially | Beneficially Owned | Number of Shares | Number of Shares | Shares Beneficially | ||||||||
| Owned Before this | Before this | to be Sold in | Beneficially Owned | Owned After this | ||||||||
| Selling Shareholder | Offering | Offering | this Offering | After this Offering | Offering | |||||||
| Chardan Capital Markets, LLC(1) | 189,719 | 2.99% | 189,719 | - | - | |||||||
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| (1) | The address for this Selling Shareholder is One Pennsylvania Plaza, Suite 4800 New York, New York 10119, United States of America. Chardan Capital Markets, LLC (“Chardan”) acted as the Company’s placement agent in the Private Placement and, pursuant to such role, entered into a Placement Agency Agreement with the Company, a copy of which is filed as an exhibit to the registration statement of which this prospectus is a part. Further, on July 31, 2025, the Company and Chardan entered into that certain At The Market Offering Agreement pursuant to pursuant to which the Company may offer and sell, from time to time through or to Chardan, as sales agent and/or principal, Ordinary Shares; for more information see Exhibit 1.1 to the Form 6-K we filed with the SEC on September 3, 2025. |
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The material terms and provisions of our Ordinary Shares are described within Exhibit 2.1 to our most recent Annual Report on Form 20-F filed with the SEC on July 25, 2025.
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British Virgin Islands Tax Consequences
Under the law of the British Virgin Islands as currently in effect, a holder of our Ordinary Shares who is not a resident of the British Virgin Islands is not liable for British Virgin Islands income tax on dividends paid with respect to our Ordinary Shares, and all holders of our Ordinary Shares are not liable to the British Virgin Islands for income tax on gains realized on the sale or disposal of securities. The British Virgin Islands does not impose a withholding tax on dividends paid by a company incorporated or continued under the BVI Act.
There are no capital gains, gift or inheritance taxes levied by the British Virgin Islands on companies incorporated under the BVI Act. In addition, securities of companies incorporated under the BVI Act are not subject to transfer taxes, stamp duties (unless such companies hold land in the BVI) or similar charges.
There is no income tax treaty or convention currently in effect between (i) the United States and the British Virgin Islands or (ii) Canada and the British Virgin Islands, although a Tax Information Exchange Agreement is in force between the United States and the BVI and Canada and the BVI.
The BVI Economic Substance (Companies and Limited Partnership) Act (Revised Edition 2020) (the “ESA”)
The above legislation is aimed at addressing concerns raised by the Council of the European Union as to offshore structures engaged in certain activities, which attract profits without real economic activity provides (among other things) that BVI companies that carry out certain defined activities, need to take steps to establish substance in the British Virgin Islands. We have filed all our economic substance declarations when due in accordance with the requirements of the legislation. We are not currently subject to any requirements to establish economic substance in the BVI and given the nature of our business and assets at the current time, the ESA has little material impact on us and our operations. However, the legislation is still in its early stages and therefore remains subject to further clarification and interpretation.
U.S. Federal Income Tax Consequences
The discussion below is for general information only and is not, and should not be interpreted to be, tax advice to any holder of our Ordinary Shares. Each holder or a prospective holder of our Ordinary Shares is urged to consult his, her or its own tax advisor.
General
This section is a general summary of the material United States federal income tax consequences of the ownership and disposition of our Ordinary Shares. This summary is based on the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), the applicable Treasury regulations promulgated and proposed thereunder, judicial decisions and current administrative rulings and practice, all of which are subject to change, possibly on a retroactive basis. The summary applies to you only if you hold our Ordinary Shares as a capital asset within the meaning of Section 1221 of the Code. The United States Internal Revenue Service (the “IRS”), may challenge the tax consequences described below, and we have not requested, nor will we request, a ruling from the IRS or an opinion of counsel with respect to the United States federal income tax consequences of ownership or disposition of our Ordinary Shares. This summary does not purport to be a comprehensive description of all the tax considerations that may be relevant to the ownership of our Ordinary Shares. In particular, the discussion below does not cover tax consequences that depend upon your particular tax circumstances nor does it cover any state, local or non-United States law, or the possible application of the United States federal estate or gift tax. You are urged to consult your own tax advisors regarding the application of the United States federal income tax laws to your particular situation as well as any state, local, non-United States and United States federal estate and gift tax consequences of the ownership and disposition of our Ordinary Shares. In addition, this summary does not take into account any special United States federal income tax rules that may apply to a particular holder of our Ordinary Shares, including, without limitation, the following:
| • | a dealer in securities; |
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| • | a trader in securities that elects to use a mark-to-market method of accounting for its securities holdings; |
| • | a financial institution or a bank; |
| • | an insurance company; |
| • | a tax-exempt organization; |
| • | a person that holds our Ordinary Shares in a hedging transaction or as part of a straddle or a conversion transaction; |
| • | a person whose functional currency for United States federal income tax purposes is not the U.S. dollar; |
| • | a person liable for alternative minimum tax; |
| • | a person that owns, or is treated as owning, 10% or more, by voting power or value, of our Ordinary Shares; |
| • | certain former U.S. citizens and residents who have expatriated; or |
| • | a person who receives our Ordinary Shares pursuant to the exercise of employee stock options or otherwise as compensation. |
U.S. Holders
For purposes of the discussion below, you are a “U.S. Holder” if you are a beneficial owner of our Ordinary Shares who or which is:
| • | an individual United States citizen or resident alien of the United States (as specifically defined for United States federal income tax purposes); |
| • | a corporation, or other entity treated as a corporation for United States federal income tax purposes, created or organized in or under the laws of the United States, any State or the District of Columbia; |
| • | an estate whose income is subject to United States federal income tax regardless of its source; or |
| • | a trust (x) if a United States court can exercise primary supervision over the trust's administration and one or more United States persons are authorized to control all substantial decisions of the trust or (y) if it was in existence on August 20, 1996, was treated as a United States person prior to that date and has a valid election in effect under applicable Treasury regulations to be treated as a United States person. |
If a partnership holds our Ordinary Shares, the tax treatment of a partner will generally depend upon the status of the partner and upon the activities of the partnership. If you are a partner of a partnership holding our Ordinary Shares, you should consult your tax advisor.
Distributions
In general, subject to the passive foreign investment company (“PFIC”) rules discussed below, the gross amount of any distribution received by a U.S. Holder with respect to our Ordinary Shares will be included in the gross income of the U.S. Holder as a dividend to the extent attributable to our current and accumulated earnings and profits, as determined under U.S. federal income tax principles. Unless we maintain calculations of our earnings and profits in accordance with U.S. federal income tax principles, U.S. Holders should expect that any distribution will generally be treated as a dividend for U.S. federal income tax purposes. Any dividends from us will not be eligible for the dividends-received deduction generally allowed to corporations in respect of dividends received from U.S. corporations. For U.S. foreign tax credit purposes, dividends received on our Ordinary Shares by a U.S. Holder will generally be treated as income from sources outside the United States and will generally constitute “passive category income.” A portion of such dividends, however, will be treated as U.S. source income, subject to certain exceptions, in proportion to our U.S. source earnings and profits if U.S. persons collectively own, directly or indirectly, 50% or more of the voting power or value of our Ordinary Shares.
U.S. Holders that are individuals and certain other non-corporate U.S. Holders will be subject to tax on dividend income from a “qualified foreign corporation” at preferential rates of taxation provided that certain holding period and other requirements are met. For this purpose, a foreign corporation (other than a corporation that is classified as a PFIC (as discussed below) for the taxable year in which the dividend is paid or the preceding taxable year) will generally be considered to be a qualified foreign corporation (i) if it is eligible for the benefits of a comprehensive tax treaty with the United States which the Secretary of Treasury of the United States determines is satisfactory for purposes of this provision and which includes an exchange of information program, or (ii) with respect to any dividend it pays on stock which is readily tradable on an established securities market in the United States. Our Ordinary Shares are listed on Nasdaq, which is an established securities market in the United States, and are expected to be readily tradable. Thus, we expect that dividends paid on our Ordinary Shares will meet the conditions above required for the preferential tax rates, provided we are not a PFIC in the year such dividend is paid or the preceding taxable year.
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Sale, Exchange or Other Taxable Disposition
Subject to the PFIC rules discussed below, upon a sale, exchange or other taxable disposition of our Ordinary Shares, a U.S. Holder will generally recognize a capital gain or loss equal to the difference between the amount realized on such sale, exchange or other taxable disposition and the adjusted tax basis of such Ordinary Shares. As discussed above, a U.S. Holder’s initial tax basis in our Ordinary Shares will generally equal the fair market value on the distribution date of such shares. Such gain or loss will be a long-term capital gain or loss if our Ordinary Shares have been held for more than one year and will be a short-term gain or loss if the holding period is equal to or less than one year. Such gain or loss will generally be considered U.S. source gain or loss for U.S. foreign tax credit purposes. Long-term capital gains of certain non-corporate U.S. Holders are eligible for reduced rates of taxation. For both corporate and non-corporate U.S. Holders, limitations apply to the deductibility of capital losses.
Passive Foreign Investment Company (PFIC)
Under the Code, we will be a PFIC for any taxable year in which, after the application of certain “look-through” rules with respect to related companies, either (i) 75% or more of our gross income consists of “passive income,” or (ii) 50% or more of the average quarterly value of our assets consist of assets that produce, or are held for the production of, “passive income.” Passive income generally includes interest, dividends, rents, rents and royalties other than certain rents and royalties which are received from unrelated parties in connection with the active conduct of a trade or business, and capital gains. Whether we will be a PFIC in any year depends on the composition of our income and assets, and the relative fair market value of our assets from time to time, which we expect may vary substantially over time. We must make a separate determination each year as to whether we are a PFIC. As a result, our PFIC status may change from year to year based on our income and assets. We believe that we were a PFIC for the fiscal year ended March 31, 2018 and that we were a PFIC for the fiscal year ended March 31, 2025. We may have been a PFIC in other years and we may be a PFIC in the future.
If we are a PFIC for any fiscal year during which a U.S. Holder holds our Ordinary Shares, we generally will continue to be treated as a PFIC with respect to that U.S. Holder for all succeeding fiscal years during which the U.S. Holder holds our Ordinary Shares, unless we cease to meet the threshold requirements for PFIC status and that U.S. Holder makes a qualifying “deemed sale” election with respect to the Ordinary Shares. If such an election is made, the U.S. Holder will be deemed to have sold the Ordinary Shares it holds at their fair market value on the last day of the last fiscal year in which we qualified as a PFIC, and any gain from such deemed sale will be subject to the consequences described below. After the deemed sale election, the Ordinary Shares with respect to which the deemed sale election was made will not be treated as shares in a PFIC unless we subsequently become a PFIC.
If we are a PFIC for any taxable year during which a U.S. Holder holds our Ordinary Shares, the U.S. Holder may be subject to adverse tax consequences. Generally, gain recognized upon a disposition of our Ordinary Shares by the U.S. Holder would be allocated ratably over the U.S. Holder's holding period for such Ordinary Shares. The amounts allocated to the taxable year of disposition and to years before we became a PFIC would be taxed as ordinary income. The amount allocated to each other taxable year would be subject to tax at the highest rate in effect for that taxable year for individuals or corporations, as appropriate, and would be increased by an additional tax equal to interest on the resulting tax deemed deferred with respect to each such other taxable year. Further, to the extent that any distribution received by a U.S. Holder on our Ordinary Shares exceeds 125% of the average of the annual distributions on such Ordinary Shares received during the preceding three years or the U.S. Holder's holding period, whichever is shorter, that distribution would be subject to taxation in the same manner described immediately above with respect to gain on disposition.
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If we are a PFIC for any fiscal year during which any of our non-U.S. subsidiaries is also a PFIC, a U.S. Holder of our Ordinary Shares during such year will be treated as owning a proportionate amount (by value) of the shares of the lower-tier PFIC for purposes of the application of these rules to such subsidiary. U.S. Holders should consult their tax advisers regarding the tax consequences if the PFIC rules apply to any of our subsidiaries. Alternatively, if we are a PFIC and if our Ordinary Shares are “regularly traded” on a “qualified exchange,” a U.S. Holder may be eligible to make a mark-to-market election that would result in tax treatment different from the general tax treatment described above. Our Ordinary Shares would be treated as “regularly traded” in any calendar year in which more than a de minimis quantity of the Ordinary Shares are traded on a qualified exchange on at least 15 days during each calendar quarter. Nasdaq is a qualified exchange for this purpose. However, because a mark-to-market election cannot be made for equity interests in any lower-tier PFIC that we may own, a U.S. Holder that makes a mark-to-market election with respect to us may continue to be subject to the PFIC rules with respect to any indirect investments held by us that are treated as an equity interest in a PFIC for U.S. federal income tax purposes. If a U.S. Holder makes the mark-to-market election, the U.S. Holder generally will recognize as ordinary income any excess of the fair market value of the Ordinary Shares at the end of each taxable year over their adjusted tax basis, and will recognize an ordinary loss in respect of any excess of the adjusted tax basis of the Ordinary Shares over their fair market value at the end of the taxable year (but only to the extent of the net amount of income previously included as a result of the mark-to-market election). If a U.S. Holder makes the election, the U.S. Holder's tax basis in the Ordinary Shares will be adjusted to reflect these income or loss amounts. Any gain recognized on the sale or other disposition of our Ordinary Shares in a year when we are a PFIC will be treated as ordinary income and any loss will be treated as an ordinary loss (but only to the extent of the net amount of income previously included as a result of the mark-to-market election). If a U.S. Holder makes a mark-to-market election it will be effective for the taxable year for which the election is made and all subsequent taxable years unless our Ordinary Shares are no longer regularly traded on a qualified exchange or the IRS consents to the revocation of the election. U.S. Holders are urged to consult their tax advisers about the availability of the mark-to-market election, and whether making the election would be advisable in their particular circumstances.
Alternatively, a U.S. Holder of stock in a PFIC may make a so-called “Qualified Electing Fund” election to avoid the PFIC rules regarding distributions and gain described above. The PFIC taxation regime would not apply to a U.S. Holder who makes a QEF election for all taxable years that such U.S. Holder has held our Ordinary Shares while we are a PFIC, provided that we comply with specified reporting requirements. Instead, each U.S. Holder who has made a valid and effective QEF election is required for each taxable year that we are a PFIC to include in income such U.S. Holder’s pro rata share of our ordinary earnings as ordinary income and such U.S. Holder's pro rata share of our net capital gains as long-term capital gain, regardless of whether we make any distributions of such earnings or gain. In general, a QEF election is effective only if we make available certain required information. U.S. Holders should be aware, however, that we are not required to make this information available but have agreed to do so for prior fiscal years for those U.S. Holders who ask for it. The QEF election is made on a shareholder-by-shareholder basis and generally may be revoked only with the consent of the IRS. U.S. Holders should consult with their own tax advisors regarding eligibility, manner and advisability of making a QEF election if we are treated as a PFIC.
In addition, if we are a PFIC or, with respect to particular U.S. Holders, are treated as a PFIC for the taxable year in which we paid a dividend or for the prior taxable year, the preferential rates discussed above with respect to dividends paid to certain non-corporate U.S. Holders would not apply.
If a U.S. Holder owns our Ordinary Shares during any year in which we are a PFIC, the U.S. Holder generally will be required to file an IRS Form 8621 (Information Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund) with respect to us, generally with the U.S. Holder's federal income tax return for that year. If we are a PFIC for a given taxable year, you should consult your tax advisor concerning your annual filing requirements.
The U.S. federal income tax rules relating to PFICs are complex. U.S. Holders are urged to consult their own tax advisers with respect to the ownership and disposition of our Ordinary Shares, the consequences if we are or become a PFIC, any elections available with respect to our Ordinary Shares, and the IRS information reporting obligations with respect to the ownership and disposition of our Ordinary Shares.
Foreign asset reporting
Certain U.S. Holders, who are individuals, are required to report information relating to an interest in Ordinary Shares, subject to certain exceptions (including an exception for Ordinary Shares held in accounts maintained by U.S. financial institutions). U.S. Holders are urged to consult their tax advisors regarding their information reporting obligations, if any, with respect to their ownership and disposition of Ordinary Shares.
Non-U.S. Holders
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If you are not a U.S. Holder, you are a “Non-U.S. Holder.”
Distributions on Our Ordinary Shares
You generally will not be subject to U.S. federal income tax, including withholding tax, on distributions made on our Ordinary Shares unless:
| • | you conduct a trade or business in the United States; and |
| • | the distributions are effectively connected with the conduct of that trade or business (and, if an applicable income tax treaty so requires as a condition for you to be subject to U.S. federal income tax on a net income basis in respect of income from our Ordinary Shares, such distributions are attributable to a permanent establishment that you maintain in the United States). |
If you meet the two tests above, you generally will be subject to tax in respect of such dividends in the same manner as a U.S. Holder, as described above. In addition, any effectively connected dividends received by a non-U.S. corporation may also, under certain circumstances, be subject to an additional “branch profits tax” at a 30 percent rate or such lower rate as may be specified by an applicable income tax treaty.
Sale, Exchange or Other Disposition of Our Ordinary Shares
Generally, you will not be subject to U.S. federal income tax, including withholding tax, in respect of gain recognized on a sale or other taxable disposition of our Ordinary Shares unless:
| • | your gain is effectively connected with a trade or business that you conduct in the United States (and, if an applicable income tax treaty so requires as a condition for you to be subject to U.S. federal income tax on a net income basis in respect of gain from the sale or other disposition of our Ordinary Shares, such gain is attributable to a permanent establishment maintained by you in the United States); or |
| • | you are an individual Non-U.S. Holder and are present in the United States for at least 183 days in the taxable year of the sale or other disposition, and certain other conditions exist. |
If you meet one of tests above, you generally will be subject to tax in respect of any gain effectively connected with your conduct of a trade or business in the United States in the same manner as a U.S. Holder, as described above. Effectively connected gains realized by a non-U.S. corporation may also, under certain circumstances, be subject to an additional “branch profits tax” at a rate of 30 percent or such lower rate as may be specified by an applicable income tax treaty.
Backup Withholding and Information Reporting
Payments, including dividends and proceeds of sales, in respect of our Ordinary Shares that are made in the United States or by a United States related financial intermediary may be subject to United States information reporting rules. In addition, U.S. Holders may be subject to United States federal backup withholding tax. U.S. Holders will not be subject to backup withholding provided that:
| • | you are a corporation or other exempt recipient; or |
| • | you provide your correct United States federal taxpayer identification number and certify, under penalties of perjury, that you are not subject to backup withholding. |
Amounts withheld under the backup withholding rules may be credited against your United States federal income tax, and you may obtain a refund of any excess amounts withheld under the backup withholding rules by filing the appropriate claim for refund with the IRS in a timely manner.
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The Selling Shareholder, which as used herein includes donees, pledgees, transferees or other successors-in-interest selling Shares or interests in the Shares received after the date of this prospectus from the Selling Shareholder as a gift, pledge, partnership distribution or other transfer, may, from time to time, sell, transfer or otherwise dispose of any or all of its Shares or interests in the Shares on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.
The Selling Shareholder may use any one or more of the following methods when disposing of shares or interests therein:
| • | distributions to members, partners, shareholders or other equityholders of the Selling Shareholder; |
| • | ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
| • | block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction; |
| • | purchases by a broker-dealer as principal and resale by the broker-dealer for its account; |
| • | an exchange distribution in accordance with the rules of the applicable exchange; |
| • | privately negotiated transactions; |
| • | short sales and settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; |
| • | through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; |
| • | broker-dealers may agree with the Selling Shareholder to sell a specified number of such shares at a stipulated price per share; |
| • | a combination of any such methods of sale; and |
| • | any other method permitted pursuant to applicable law. |
The Selling Shareholder may, from time to time, pledge or grant a security interest in some or all of the Shares owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the Shares, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act, amending the Selling Shareholder list to include the pledgee, transferee or other successors in interest as a Selling Shareholder under this prospectus. The Selling Shareholder also may transfer the Shares in other circumstances, in which case the transferees, pledgees or other successors in interest will be the Selling Shareholder for purposes of this prospectus.
In connection with the sale of the Shares or interests therein, the Selling Shareholder may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Shares in the course of hedging the positions they assume. The Selling Shareholder may also sell our Ordinary Shares short and deliver the Shares to close out their short positions, or loan or pledge the Shares to broker-dealers that in turn may sell these securities. The Selling Shareholder may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
The aggregate proceeds to the Selling Shareholder from the sale of the Shares offered by it will be the purchase price of the Shares less discounts or commissions, if any. The Selling Shareholder reserves the right to accept and, together with its agents from time to time, to reject, in whole or in part, any proposed purchase of Shares to be made directly or through agents. We will not receive any of the proceeds from this offering.
The Selling Shareholder also may resell all or a portion of the Shares in open market transactions in reliance upon Rule 144 under the Securities Act, provided that they meet the criteria and conform to the requirements of that rule, or another available exemption from the registration requirements under the Securities Act. The Selling Shareholder and any underwriters, broker-dealers or agents that participate in the sale of the Shares or interests therein may be “underwriters” within the meaning of Section 2(a)(11) of the Securities Act (it being understood that the Selling Shareholder shall not be deemed to be an underwriter solely as a result of its participation in this offering). Any discounts, commissions, concessions or profit they earn on any resale of the Shares may be underwriting discounts and commissions under the Securities Act. If the Selling Shareholder is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act, it will be subject to the prospectus delivery requirements of the Securities Act.
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To the extent required, the Shares to be sold, the name of the Selling Shareholder, the purchase price and public offering price, the names of any agent, dealer or underwriter, and any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus.
In order to comply with the securities laws of some states, if applicable, the Shares may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the Shares may not be sold unless it has been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.
To the extent applicable, we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the Selling Shareholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The Selling Shareholders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.
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The following are the estimated expenses of this offering payable by us with respect to the issuance and distribution of the Ordinary Shares covered by the registration statement of which this prospectus forms a part. All amounts are estimates except the SEC registration fee.
| SEC registration fee | $ | 127.59 |
|
| Legal fees and expenses | $ | 50,000 | |
| Accountants’ fees and expenses | $ | 15,000 | |
| Miscellaneous | $ | 1,000 | |
| Total | $ | 66,127.59 |
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ENFORCEABILITY OF CIVIL LIABILITIES
We are incorporated in the British Virgin Islands. There may be perceived disadvantages for investors that accompany incorporation in the British Virgin Islands, which may include the facts that the British Virgin Islands has a less developed body of securities laws as compared to the United States providing significantly less protection to investors.
Our organizational documents do not contain provisions requiring disputes be submitted to arbitration, including those arising under the securities laws of the United States, between us, our officers, directors and shareholders. Therefore, actions in these controversies will have to be heard in formal court forums, which may be more costly and less flexible, and laws, interpretations and precedent may or may not be consistent or available.
An important part of our operations is conducted and a significant portion of our assets is located outside the United States. Some of our directors and officers are nationals or residents of jurisdictions other than the United States, and some or all of their assets are located outside the United States. As a result, it may be difficult or impossible for a shareholder to bring an original action against us or those persons in a British Virgin Islands or other court in the event that a shareholder believes that his or her rights have been infringed under the United States federal securities laws or otherwise. It may also be difficult for a shareholder to enforce in United States courts judgments obtained in United States courts based on the civil liability provisions of the United States federal securities laws against us and our officers and directors, some of whom are not residents of the United States and whose assets are located outside of the United States. In addition, there is uncertainty as to whether the courts of the British Virgin Islands would recognize or enforce judgments of United States courts against us or those persons predicated upon the civil liability provisions of the securities laws of the United States or any state. There is no statutory recognition in the British Virgin Islands of judgments obtained in the United States, although the courts of the British Virgin Islands will generally recognize and enforce a non-penal judgment of a foreign court of competent jurisdiction without retrial on the merits. It is uncertain whether British Virgin Islands courts would be competent to hear original actions brought in the British Virgin Islands against us or those persons predicated upon the securities laws of the United States or any state.
Our corporate affairs are governed by our Memorandum and Articles and by the BVI Act and common law. The rights of shareholders to take legal action against our directors and us, actions by minority shareholders and the fiduciary responsibilities of our directors to us under British Virgin Islands law are to a large extent governed by common law, the BVI Act, court procedures and other relevant regulation. The jurisprudence of the British Virgin Islands is derived in part from comparatively limited judicial precedent in the British Virgin Islands as well as from English common law, which has persuasive, but not binding, authority on a court in the British Virgin Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under British Virgin Islands law are not as clearly established as they would be under statutes or judicial precedents in the United States. In particular, the British Virgin Islands has no securities laws as compared to the United States, and provides less protection to investors in many instances. In addition, British Virgin Islands companies may not have standing to initiate a shareholder derivative action before the federal courts of the United States.
As a result of all of the above, our shareholders may have more difficulties in protecting their interests through actions against our management, directors or major shareholders than would shareholders of a corporation incorporated and operating in a jurisdiction in the United States.
Forbes Hare LLP, our counsel as to British Virgin Islands law, has advised us that there is uncertainty as to whether the courts of the British Virgin Islands would:
| • | recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States; or |
| • | entertain original actions brought in each respective jurisdiction against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States. |
Forbes Hare LLP has further advised us that the United States and the British Virgin Islands do not have a treaty providing for reciprocal recognition and enforcement of judgments of United States courts in civil and commercial matters and that a final judgment for the payment of money rendered by any federal or state court in the United States based on civil liability, whether or not predicated solely upon the United States federal securities laws, would not be automatically enforceable in the British Virgin Islands. We have also been advised that any final and conclusive monetary judgment for a definite sum obtained against us in United States federal or state courts would be treated by the courts of the British Virgin Islands as a cause of action in itself and sued upon as a debt at common law so that no retrial of the issues would be necessary provided that:
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| • | the United States federal or state court had jurisdiction in the matter and we either submitted to such jurisdiction or was resident or carrying on business within such jurisdiction and was duly served with process; |
| • | the judgment given by the United States federal or state court was not in respect of penalties, taxes, fines or similar fiscal or revenue obligations; |
| • | the judgment was not procured by fraud; |
| • | recognition or enforcement of the judgment in the British Virgin Islands would not be contrary to public policy; and |
| • | the proceedings pursuant to which judgment was obtained were not contrary to natural justice. |
A British Virgin Islands court may impose civil liability on us or our directors or officers in a suit brought in the courts of the British Virgin Islands against us or these persons with respect to a violation of United States federal securities laws, provided that the facts surrounding any violation constitute or give rise to a cause of action under British Virgin Islands law.
We have appointed Brittany Kaiser, our Chief Executive Officer, as our agent to receive service of process with respect to any action brought against us in the United States under the federal securities laws of the United States.
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The validity of the securities offered hereby will be passed upon for us by Forbes Hare LLP, our British Virgin Islands counsel.
The consolidated financial statements of AlphaTON Capital Corp and its subsidiaries as of March 31, 2025, and for the year then ended, incorporated by reference in this prospectus have been audited by CBIZ CPAs P.C., an independent registered public accounting firm, in reliance upon such report given on the authority of such firm as experts in accounting and auditing. The report on the consolidated financial statements contains an explanatory paragraph regarding our ability to continue as a going concern.
The consolidated financial statements of AlphaTON Capital Corp and its subsidiaries as of March 31, 2024, and for the two years then ended, incorporated by reference in this prospectus have been audited by Marcum LLP, an independent registered public accounting firm, in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to “incorporate by reference” into this prospectus the information in other documents that we file with it or furnish to. This means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be a part of this prospectus, and information in documents that we file later with the SEC will automatically update and supersede information contained in documents filed earlier with the SEC or contained in this prospectus. We incorporate by reference in this prospectus (i) the documents listed below, (ii) all subsequent annual reports that we file on Form 20-F prior to the termination of the offering under this prospectus, and (iii) all subsequent filings on Forms 6-K which are identified therein as being incorporated by reference into herein prior to the termination of the offering under this prospectus.
| • | our Annual Report on Form 20-F for the fiscal year ended March 31, 2025, filed with the SEC on July 25, 2025; |
| • | our Reports on Form 6-K filed with or furnished to the SEC on
April 28, 2025, May
29, 2025, June 9,
2025, June 25, 2025, June
27, 2025, September 3,
2025, September 4, 2025,
September 23, 2025, September
25, 2025, October 9,
2025, October 22, 2025, and October 23, 2025; and |
| • | the description of our Ordinary Shares contained in our registration statement on Form 8-A filed with the SEC on February 18, 2021, as updated by Exhibit 2.1 to our Annual Report on Form 20-F for the fiscal year ended March 31, 2022 filed with the SEC on August 1, 2022, and any amendment or report filed for the purpose of further updating that description. |
We will provide to each person, including any beneficial owner, to whom this prospectus is delivered, a copy of any or all of the information that has been incorporated by reference in this prospectus but not delivered with this prospectus. We will provide this information upon written or oral request. We will provide this information at no cost to the requester. Any such request may be made by writing or telephoning us via the following:
Attention: Investor Relations c/o
AlphaTON Capital Corp
1111B S Governors Ave, Ste 25907
Dover, Delaware, 19904
(302) 219-5556
In addition, copies of any or all of the documents incorporated herein by reference may be accessed at our website at www.alphatoncapital.com. The information on such website is not incorporated by reference and is not a part of this prospectus.
WHERE YOU CAN FIND MORE INFORMATION
We file annual reports on Form 20-F and other information with the SEC and furnish or file reports on Form 6-K to the SEC. The SEC maintains an internet site (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. Additional information about us is contained at our website at www.alphatoncapital.com. The information on such website is not incorporated by reference and is not a part of this prospectus.
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189,719 Ordinary Shares
Offered by the Selling Shareholder
PROSPECTUS
, 2025
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 8. Indemnification of Directors and Officers.
British Virgin Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the British Virgin Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. In addition, a company may only indemnify a person who acted honestly and in good faith and in what he or she believed to be in the best interests of the company, and in the case of criminal proceedings, the person had no reasonable cause to believe that his or her conduct was unlawful.
Our Memorandum and Articles of Association provides that we may indemnify our directors, officers, agents or its liquidator (each an “Indemnifiable Person”) against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings if such Indemnifiable Person is or was a party or is threatened to be a party to proceedings by virtue of the fact he or she is or was a director, officer, agent or liquidator of the Company or is or was at the request of the Company serving as a director, officer, agent or liquidator or in another capacity for another entity We may only indemnify an Indemnifiable Person if he or she acted honestly and in good faith with a view to the our best interests and, with respect to any criminal action, he or she must have had no reasonable cause to believe his or her conduct was unlawful.
We may purchase and maintain insurance in relation to any person who is or was a director, or who at our request is or was serving as a director of, or in any other capacity is or was acting for another body corporate or a partnership, joint venture, trust or other enterprise, against any liability asserted against the person and incurred by the person in that capacity, whether or not we have or would have had the power to indemnify the person against the liability. We currently maintain director and officer insurance.
Item 9. Exhibits.
(a) The following documents are filed as part of this registration statement:
* Filed herewith.
Item 10. Undertakings
| (a) | The undersigned registrant hereby undertakes: |
| (1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
| (i) | To include any prospectus required by section 10(a)(3) of the Securities Act; |
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Filing Fee Tables” or “Calculation of Registration Fee” table, as applicable, in the effective registration statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Securities Act or Item 8.A of Form 20-F if such financial statements and information are contained in periodic reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Form F-3.
(5) That, for the purpose of determining liability under the Securities Act to any purchaser:
(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a) (1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tortola, British Virgin Islands, on November 6, 2025.
| ALPHATON CAPITAL CORP | ||
| By: | /s/ Brittany Kaiser | |
| Name: | Brittany Kaiser | |
| Title: | Chief Executive Officer | |
Each person whose signature appears below constitutes and appoints each of Brittany Kaiser and Wes Levitt, acting alone or together with another attorney-in-fact, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any or all further amendments (including post-effective amendments) to this Registration Statement (and any additional registration statement related hereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments, thereto)), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Name | Title | Date | ||
| /s/ Brittany Kaiser | Chief Executive Officer and Director | November 6, 2025 | ||
| Brittany Kaiser | (Principal Executive Officer) | |||
| /s/ Wes Levitt | Chief Financial Officer | November 6, 2025 | ||
| Wes Levitt | (Principal Financial Officer and Principal Accounting Officer) | |||
| /s/ Enzo Villani | Executive Chairman of the Board | November 6, 2025 | ||
| Enzo Villani | ||||
| /s/ Steven Mintz | Director | November 6, 2025 | ||
| Steven Mintz | ||||
| /s/ Alexander Pickett | Director | November 6, 2025 | ||
| Alexander Pickett | ||||
| /s/ Michael Terpin | Director | November 6, 2025 | ||
| Michael Terpin |
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirements of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the Registrant, has signed this Registration Statement on November 6, 2025.
| By: | /s/ Brittany Kaiser | |
| Brittany Kaiser | ||
| Chief Executive Officer |
Exhibit 5.1
Forbes Hare LLP
5 King’s Bench Walk
Temple,
London EC4Y 7DN
United Kingdom
AlphaTON Capital Corp
Clarence Thomas
Building,
Road Town, Tortola,
British Virgin Islands
06 November 2025
Dear Sirs
AlphaTON Capital Corp (the “Company”)
We have acted as counsel as to British Virgin Islands law to the Company in connection with its registration statement on Form F-3 (the “Registration Statement”), filed on the date hereof with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to the resale, from time to time, by the selling shareholder listed in the Registration Statement, of up to an aggregate 189,719 ordinary shares of the Company (the “Shares”), without par value.
| 1. | Documents Reviewed |
We have reviewed originals, copies or drafts of the following documents:
| 1.1. | The public records of the Company on file and available for public inspection at the Registry of Corporate Affairs in the British Virgin Islands (the "Registry of Corporate Affairs") on 6 November 2025 including: |
| a) | the Company’s Certificate of Incorporation; and |
| b) | the Company’s amended and restated Memorandum and Articles of Association. |
Forbes Hare LLP is a limited liability partnership established in England with number OC380080
| Page 1 of 4 |
| 1.2. | A certificate of good standing dated 31 October 2025 issued by the Registrar of Corporate Affairs, with respect to the Company (the “Certificate of Good Standing”). |
| 1.3. | A Registered Agent’s Certificate dated 25 September 2025 issued by FH Corporate Services Ltd., the Company’s registered agent (the “Registered Agent’s Certificate"). |
| 1.4. | The records of proceedings on file with and available for inspection on 6 November 2025 at the British Virgin Islands High Court Registry. |
| 1.5. | The resolutions of the board of directors of the Company passed via written consent on 30 October 2025 (the “Resolutions”). |
| 1.6. | The Registration Statement. |
| 2. | Assumptions |
In giving this opinion we have assumed, without further verification, the completeness and accuracy of the Registered Agent’s Certificate and the Certificate of Good Standing and that the information contained in such certificates remains accurate as at the date of this opinion. We have also relied upon the following assumptions, which we have not independently verified:
| 2.1. | Copy documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals. |
| 2.2. | All signatures, initials and seals are genuine. |
| 2.3. | The accuracy and completeness of all factual representations expressed in or implied by the documents we have examined. |
| 2.4. | The Resolutions remain in full force and effect and have not been revoked. |
| Page 2 of 4 |
| 2.5. | That the Company is not conducting a "regulated activity" under a "financial services enactment" as defined under the Regulatory Code (Revised Edition 2020) as amended. |
| 2.6. | That the Company is in compliance with the British Virgin Islands Economic Substance (Companies and Limited Partnerships) Act (Revised Edition 2020) as amended. |
| 2.7. | There is nothing under any law (other than the law of the British Virgin Islands) which would or might affect the opinions hereinafter appearing. Specifically, we have made no independent investigation of the laws of the State of New York. |
| 3. | Opinion |
Based upon, and subject to, the foregoing assumptions and the qualifications set out in section 4 below, and having regard to such legal considerations as we consider relevant, we are of the opinion that:
| 3.1. | The Company is a company limited by shares and registered under the BVI Business Companies Act (Revised Edition 2020), as amended (the "Act"), in good standing at the Registry of Corporate Affairs and validly existing under the laws of the British Virgin Islands, and possesses the capacity to sue and be sued in its own name. |
| 3.2. | The Company is authorised to issue an unlimited number of shares of no par value of one single class. |
| 3.3. | The Shares are validly issued, fully paid and non-assessable (meaning that no further sums are payable to the Company on such Shares). |
| 4. | Qualifications |
The opinions expressed above are subject to the following qualifications:
| 4.1. | To maintain the Company in good standing under the laws of the British Virgin Islands, annual filing fees must be paid to the Registry of Corporate Affairs. |
| Page 3 of 4 |
| 4.2. | The obligations of the Company may be subject to restrictions pursuant to United Nations sanctions or United Kingdom sanctions as extended to the British Virgin Islands by Order of His Majesty in Council. |
| 4.3. | This opinion is given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion. This opinion only relates to the laws of the British Virgin Islands which are in force on the date of this opinion. |
| 5. | Consents |
In connection with the above opinion, we hereby consent to the filing of this legal opinion as an exhibit to the Registration Statement and to the use of our name in the Registration Statement under the caption “Legal Matters”.
This opinion may be relied upon by the addressee only. It may not be relied upon by any other person except with our prior written consent.
This opinion is limited to the matters detailed herein and is not to be read as an opinion with respect to any other matter.
Yours faithfully
/s/ Forbes Hare LLP
Forbes Hare LLP
Page 4 of 4
Exhibit 10.1
| George Kaufman | Chardan Capital Markets, LLC |
| Head of Investment Banking | One Pennsylvania Plaza, Suite 4800 |
| New York, NY 10119 | |
| Tel: 646 465 9000 | |
| Fax: 646 465 9039 |
September 24, 2025
AlphaTON Capital Corp
Clarence Thomas Building, P.O. Box 4649
Road Town, Tortola
British Virgin Islands, VG1110
Attn: Brittany Kaiser, Chief Executive Officer
Re: Placement Agency Agreement
Dear Ms. Kaiser,
This letter (the “Agreement”) constitutes the agreement between AlphaTON Capital Corp (the “Company”) and Chardan Capital Markets, LLC (“Chardan”) pursuant to which Chardan shall serve as the exclusive placement agent (the “Services”) for the Company, on a reasonable best efforts basis, in connection with the proposed offer and placement (the “Offering”) by the Company of (i) ordinary shares (the “Shares”) of the Company, no par value (the “Ordinary Shares”) and/or (ii) pre-funded warrants to purchase Ordinary Shares (the “Pre-Funded Warrants”). The Shares and Pre-Funded Warrants actually sold by Chardan are referred to herein as the “Securities.” The terms of the Offering and the Securities shall be mutually agreed upon by the Company and the investors and nothing herein implies that Chardan would have the power or authority to bind the Company or that there is any obligation for the Company to issue any Securities or complete the Offering. The Company expressly acknowledges and agrees that the execution of this Agreement does not constitute a commitment by Chardan to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof or the success of Chardan with respect to securing any other financing on behalf of the Company.
Section 1. Scope of Engagement and Services. In connection with this engagement, Chardan shall, as and when appropriate:
| (a) | introduce the Company to potential investors (including potential lenders or other financial sources) and/or other counterparties to transactions involving the Company, by identifying, providing contacts or contact information at, arranging communications with or contacting such parties (those parties and any third parties introduced by any such parties, and each of their respective affiliates, the “Introduced Parties”); |
| (b) | provide advice and assistance to management of the Company in its preparation of presentation materials for potential investors and/or other materials related to the Offering prepared by the Company’s management; and |
| (c) | perform such other financial advisory services as Chardan and the Company may from time to time agree upon. |
The obligations of Chardan described in this Agreement consist solely of providing the services (the “Placement Services”) described above to the Company and exclude any other services or activities, whether related to the Offering or otherwise. Chardan makes no representations or warranties regarding the Company’s ability to secure financing or otherwise to conduct an Offering, whether now or in the future. The Company understands and acknowledges that the Placement Services do not include, and the Company shall be responsible for, compliance with all securities and other laws, rules and regulations (including the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder) in connection with the Offering. Should any Offering evolve into a public offering or another alternative form of a transaction involving the Company, the Company and Chardan will enter into an appropriate amendment to or replacement of this Agreement (such as, for a public offering, a definitive underwriting agreement) that contains customary terms and conditions, based on the prevailing market for similar services for global, full-service investment banks, for such a type of transaction).
Section 2. Compensation.
| (a) | Financing Fee. As compensation for the Placement Services, in the event an Offering is closed during the Term (as defined in Section 13 below), the Company agrees to pay Chardan a fee (“Financing Fee”) equal to seven percent (7%) of the aggregate proceeds from any Securities actually sold through the Offering. For the avoidance of doubt, Chardan shall not be entitled to any fees from any proceeds received from the Company’s loan agreement with BitGo Prime, LLC in connection with the Offering. The Financing Fee shall be due and paid at the closing of the Offering (the “Closing”) from the gross proceeds of the Securities sold by the Company in the Offering. The Financing Fee relates solely to the Placement Services related to the Offering and is not being paid in connection with the performance of any other services. |
| (b) | Advisory Fee: The Company shall pay to Chardan at the Closing in immediately available funds from the closing flow-of-funds, or in an alternative form agreeable to Chardan and the Company (including the issuance of Ordinary Shares), an aggregate Advisory Fee equal to three percent (3.0%) of the aggregate gross proceeds from any Securities sold through the Offering. |
(C) Tail Financing. In the event of the consummation of the Closing during the Term, Chardan shall be entitled to the full Financing Fee with respect to any public or private offering or other financing or capital-raising transaction of any kind (“Tail Financing”) to the extent that such financing or capital is provided to the Company by investors whom Chardan actually introduced the Company, if such Tail Financing is consummated at any time within the eighteen (18) month period following the earlier of (i) the date of the Closing, (ii) the expiration or termination of this Agreement and (iii) the earlier of the expiration or termination of this Agreement in accordance with its terms.
At or prior to the expiration of the Term, Chardan shall provide the Company with the list of Introduced Parties. In addition, no transactions contemplated by the Company’s “at-the-market” equity facility or “equity line of credit” facility shall constitute a Tail Financing for purposes of this Section 2(b). For the avoidance of doubt, Chardan shall not be entitled to any fees pursuant to this Section 2(b) with respect to any offering or sales of securities of the Company pursuant to the Company’s existing “at-the-market” equity facility or any future “equity line of credit” transactions, which fees would be payable only under such other facilities. In addition, Chardan shall not be entitled to any fees pursuant to this Section 2(b) for transactions in which Chardan exercises its right of first refusal under Section 10 of this Agreement. Notwithstanding the foregoing, the Company may terminate this Agreement for “cause” (as defined below), and the Company’s exercise of its rights of termination for “cause” eliminates any obligations with respect to its payment of any fees in connection with a Tail Financing pursuant to this Section 2(b) or the provision of any right of first refusal set forth in Section 10 hereof. For purposes of this Agreement “cause” shall mean the material failure on the part of Chardan to provide the services contemplated by this Agreement. For the avoidance of doubt, “cause” excludes any determination not to proceed with the Offering for any reason other than a material failure on the part of Chardan to provide the Placement Services contemplated by this Agreement, including any events or circumstances outstanding of Chardan’s control.
Section 3. Indemnification and Related Matters. The provisions of Exhibit A hereto are incorporated by reference into, and made a part of, this Agreement.
Section 4. Expenses. The Company shall reimburse Chardan for all of its actual and reasonable out-of-pocket expenses, including but not limited to reasonable and documented travel, legal fees and other out-of-pocket expenses, incurred in connection with the provision of the Placement Services under this Agreement, whether or not the Offering is consummated, subject to a cap of $150,000, unless otherwise consented to by the Company. Chardan must present reasonably appropriate documentation evidencing such expenses in order to receive reimbursement. The Company will bear all of its legal, accounting, printing or other expenses in connection with any transaction considered or consummated hereby. It also is understood that Chardan will not be responsible for any fees or commissions payable to any finder or to any other financial or other advisor that may have been utilized or retained by the Company.
Section 5. Chardan’s Relationships with Others. The Company acknowledges and understands that Chardan is in the business of providing investment banking, financial advisory, underwriting, lending, financing and consulting services to both publicly-listed and private companies, investors and others entities or persons that may compete with or be potential investors in, or other counterparties to, the Company and that it and its affiliates (including ATW Partners, LLC) may hold or make investments in such entities and persons. Company acknowledges and agrees that, in connection with any of those activities, Chardan and its affiliates may separately engage with other participants in any transactions and will have no obligation to disclose any information obtained by any of them from such engagements (or the fact that Chardan or its affiliates has any such engagements or information) to the Company or to use such information on the Company’s behalf. Nothing contained herein shall be construed to limit or restrict Chardan or its affiliates in rendering such services to others or in conducting such other business activities, provided that Chardan complies with its obligations relating to the Company’s Confidential Information as provided in Section 6 (“Confidential Information”) below.
The Company acknowledges that Chardan has informed the Company that one or more principals of Chardan have a pre-existing relationship with principals of Introduced Parties, that Chardan has been advising such principals on other potential transactions involving publicly-held companies that may be similar in nature to the Offering contemplated by this Agreement and that affiliates of Chardan and/or certain of its principals are expected to be investors in the Introduced Parties as a result of which they will have an interest in the Offering that is consummated. Company consents to the foregoing potential conflicts of interest and agrees to waive, on behalf of itself and any of its officers, employees, shareholders, creditors or other obligees, any claims against Chardan with respect to any of the matters disclosed in this Section 5.
Section 6. Confidential Information. In connection with the rendering of the Placement Services hereunder, Chardan has been or will be furnished with certain confidential information of the Company including, but not limited to, financial statements and information, cost and expense data, scientific data, intellectual property, trade secrets, business strategies, marketing and customer data, and such other information not generally available from public or published information sources. Such information shall be deemed “Confidential Information”, shall be used solely in connection with the provision of the Placement Services contemplated hereby, and may only be disclosed by Chardan in connection with the Offering (or a potential offering) pursuant to Section 11 hereof, to comply with applicable law, including subpoenas or other legal process, and with regulatory requests or requirements and, in other cases, only with the prior written consent of the Company. In the event Chardan is required by applicable law or other legal process to disclose any of the Confidential Information, Chardan will promptly deliver to the Company notice of such requirement (by fax, email or overnight courier promptly following Chardan’s knowledge or determination of such requirement) in order to enable Company to seek an appropriate protective order and/or waive compliance of this provision. If, in the absence of a protective order (whether because the Company elected to not seek such an order or it was not successfully obtained) or receipt of written waiver, Chardan is nonetheless, advised by its counsel that it is compelled to disclose any Confidential Information, Chardan may do so without liability hereunder.
Section 7. Limitation Upon the Use of Advice and Services.
| (a) | No person or entity, other than the Company (and its directors and officers), shall be entitled to make use of, or rely upon any advice of Chardan to be given hereunder, and the Company shall not transmit such advice to, or encourage or facilitate the use or reliance upon such advice by others without the prior written consent of Chardan. The advice and assistance being provided under this Agreement are being provided solely to the Company’s current management, but not to its current (or prospective) shareholders or investors. |
| (b) | The Company hereby acknowledges that Chardan makes no commitment hereunder whatsoever to make a market or otherwise trade in any securities on any stock exchange or in any electronic marketplace or to publish research on the Company or any other company. Any decision by Chardan to conduct any such activities shall be based solely on the independent judgment of Chardan’s management, employees, and agents. |
| (c) | Use of Chardan’s name in annual reports or any other report of, or releases by, the Company (or any counterparties) requires the prior written approval of Chardan unless the Company is required by law to include Chardan’s name in such annual reports, other report or release of the Company, in which event the Company shall furnish to Chardan copies of such annual reports or other reports or releases using Chardan’s names in advance of publication by the Company. |
Section 8. Public Announcements. The Company agrees to include references to Chardan’s role hereunder (including, in the event that Chardan terminates this engagement pursuant to Section 13, its lack of involvement in or appraisal of the Offering) in any press releasees regarding the Offering and activities related thereto. Chardan will have the right to review and approve such press releases prior to publication; provided that such approval is not unreasonably withheld, conditioned or delayed. The Company agrees that Chardan may place announcements or advertisements or otherwise publicize Chardan’s role hereunder following consummation of an Offering, provided that Chardan may not publicly disclose any economic terms of any Offering that have not been publicly disclosed without the prior written consent of the Company, which (if required) shall not be unreasonably withheld, conditioned or delayed.
Section 9. No Conflicts with Finders or Other Brokers. The Company represents that this Agreement does not conflict with any other finder or broker agreement entered into by Company, and that if another person or entity is entitled to payment by Company of a finder’s fee or any type of brokerage commission in connection with any Offering as a result of any agreement or understanding with the Company, this will not reduce Company’s obligations to Chardan hereunder.
Section 10. Future Transactions. Chardan will have the right to be engaged by the Company as the Company’s sole book-running manager (with 100% of the economics paid to Chardan) for any and all Future Financings (other than those solely to employees or other personnel of the Company), exchanges or other sales of the Company’s securities undertaken before the third (3rd) anniversary of the Closing. The Company will notify Chardan sufficiently in advance of any Future Financings contemplated by this Section 10 proposed during such period and provide it with the information and cooperation reasonably necessary for Chardan to make an informed decision as to whether it will elect to provide services in connection with such transaction. Chardan shall notify the Company of its intention to exercise the right within five (5) business days following notice in writing by the Company. If Chardan elects to provide any such additional services, separate agreements will be executed containing customary terms and conditions, including appropriate indemnification, post-termination rights (including with respect to Future Financings involving the Company, including its affiliates and any successors), fees and publicity provisions based on the prevailing market for similar services for global, full-service investment banks. If Chardan declines to exercise its rights or is unwilling to provide such services or the parties are unable to reach mutually agreeable terms, the Company shall have the right to retain any other person or persons to provide such services on terms and conditions which are not more favorable to such other person or persons than the terms presented to Chardan. As used in this Section 10, “Future Financings” means any and all future public and private equity and debt offerings by the Company that occur after Closing. It is acknowledged and agreed with respect to any Future Financing subject to this Section 10 that is subject to the rules of the Financial Industry Regulatory Authority (“FINRA”), that the Company’s obligations to pay fees in any customary for such a transaction will meet any restrictions imposed by FINRA.
Section 11. Information; Investor Materials; Cooperation. The Company will cooperate with and will furnish Chardan with all reasonable information and data concerning the Company, the investors, the Offering and the Investor Materials that Chardan deems appropriate and will provide Chardan with reasonable access to the Company’s officers, directors, employees, independent accountants and legal counsel. The Company represents and warrants that all any marketing or disclosure materials (including any placement memoranda, prospectuses, registration statements or proxy statements) and any other information or disclosure materials provided to current or prospective shareholders or investors in connection with the Offering (together with any amendments or supplements thereto, the “Investor Materials”) excluding any information about Chardan included therein for which Chardan is solely responsible are and will be complete and correct in all material respects and will not contain any untrue statement of material fact or omit to state a material fact necessary in order to make the statements therein not misleading in light of the circumstances under which such statements are made. The Company further represents and warrants that any projections included or referenced in Investor Materials have been (or, as applicable, will have been) prepared in good faith, are (or, as applicable, will be) based upon assumptions that are reasonable in light of the circumstances under which they are made or used and that are (or, as applicable, will have been) adequately and fairly disclosed to those persons (including entities) receiving them. The Company will advise Chardan immediately of any change or development resulting in any of the representations in the two preceding sentences being no longer accurate. The Company acknowledges and agrees that Chardan, in performing the Placement Services hereunder, will be relying primarily on the information in the Investor Materials and assumes no responsibility for the accuracy and completeness of the Investor Materials. The Company shall give Chardan reasonable advance opportunity to comment and review on all drafts of Investor Materials and to conduct appropriate diligence to verify the disclosure in the Investor Materials. The Company agrees to treat Chardan and any Indemnified Parties (as defined in Exhibit A) as third-party beneficiaries of any representations, warranties, covenants and closing conditions made by the Company to any investors related to any of the Company, the Offering or in any Investor Materials. Should the Offering be of a nature that may be deemed to involve a public offering, the Company further agrees to take those measures necessary to enable Chardan to receive those materials (such as “comfort letters,” negative assurance letters, opinions and officers’ certificates) that are customary for transactions of a similar nature. In the event that Chardan determines that its diligence is unsatisfactory for any reason, Chardan will have the right to terminate this Agreement with respect to the Offering, effective on written notice. The Company agrees, at the request of Chardan, to include disclosure, in a form reasonably acceptable to Chardan, in any Investor Materials that: (a) to the extent applicable, Chardan is not involved in any capacity in the consummation of the Offering and (b) that Chardan has not made any assessment of the Offering or the adequacy or accuracy of the applicable Investor Materials.
Section 12. Miscellaneous.
| (a) | Each party represents, warrants and covenants to the other that its execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein (other than the Offering itself) has been duly authorized by all necessary company action and does not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of such party pursuant to, any contract, indenture, mortgage, loan agreement, note lease or other instrument to which such party is bound, or to which any property or assets of such party are subject. |
| (b) | Any notice or communication between the parties hereto shall be sufficiently given if sent by certified or registered mail, postage prepaid, or faxed and confirmed if to the Company, addressed to it at the address above, or if to Chardan, addressed to it at: One Pennsylvania Plaza, Suite 4800, New York, NY, 10119 or as otherwise updated in writing by Chardan. Notices or communications (other than those pursuant to Exhibit A hereof) may also be given by email, if to the Company, to [***] with a copy to stephen.nicolai@hoganlovells.com and, if to Chardan, to legal@chardan.com with a copy to pcampitiello@lucbro.com. Such notices or other communications shall be deemed to be given on the date of receipt. |
| (c) | This Agreement embodies the entire agreement and understanding between the Company and Chardan and supersedes any and all negotiations, prior discussions and preliminary and prior agreements and understandings that Chardan may have had with the Company related to the subject matter hereof, and may be modified only by a written instrument duly executed by each party. This Agreement supersedes and replaces in its entirety that certain letter agreement, dated July 25, 2025, between the Company and Chardan (the “Earlier Agreement”), but solely with respect to the provisions in the Earlier Agreement regarding the Financings (as defined in the Earlier Agreement). This Agreement does not otherwise modify or amend the Earlier Agreement with respect to “M&A” (each as defined in the Earlier Agreement), which remains in full force and effect; provided, however, that, for the avoidance of doubt, Chardan shall not seek payment for any fees or expenses under the Earlier Agreement with respect to this Offering. For the avoidance of doubt, the provisions of the Earlier Agreement relating to Financings are of no further force and effect, including without limitation, Sections 1(e), 2(b), 10 (with respect to Future Financings) and the Financing Fee on Exhibit B of the Earlier Agreement. This Agreement shall inure to the benefit of and be binding upon the successors, assigns and personal representatives of each of the parties hereto. This Agreement has been duly authorized, executed and delivered by and on behalf of the Company and Chardan. |
| (d) | This Agreement shall be deemed to have been made and delivered in New York City and shall be governed as to validity, interpretation, construction, effect and in all other respects by the internal laws of the State of New York without regard to principles of conflicts of law thereof. Any and all disputes, controversies or claims arising out of or relating to this Agreement, or the breach, termination or invalidity thereof, shall be finally and exclusively resolved by arbitration in accordance with the Rules of FINRA as at present in force. The arbitration shall take place in New York City, the State of New York. The parties hereby submit themselves to the exclusive jurisdiction of the arbitration tribunal in the City of New York, the State of New York under the auspices of FINRA. To the extent permitted by law, the award of the arbitrators may include, without limitation, one or more of the following: a monetary award, a declaration of rights, an order of specific performance, an injunction, reformation of the contract. The costs and expenses (including reasonable fees and expenses of counsel, experts and consultants) of the prevailing party (as determined by the arbitrators) shall be borne and paid by the other party. The decision of the arbitrators shall be final and binding upon the parties hereto, and judgment on the award may be entered in any court having jurisdiction over the subject matter thereof. |
| (e) | There is no relationship of partnership, agency, employment, franchise or joint venture between the parties. No party has the authority to bind the other or incur any obligation on the other’s behalf. |
| (f) | The Company hereby acknowledges that Chardan has been retained hereunder solely as an independent contractor and that nothing in this Agreement or the nature of Chardan’s services shall be deemed to create a fiduciary or agency relationship between Chardan and the Company (or any of the investors) and its (or their) board of directors, equity holders, employees or creditors. Chardan is not undertaking to provide any legal, accounting or tax advice in connection with its engagement under this Agreement, and Chardan’s role in any due diligence will be limited solely to performing such review as it shall deem necessary to support its own services and shall not be on behalf of the Company or any investors. All final decisions with respect to acts of the Company or its affiliates, whether or not made pursuant to or in reliance upon information or advice furnished by Chardan hereunder, shall be those of the Company or such affiliates, and Chardan shall under no circumstances be liable for any expense incurred or loss suffered by the Company as a consequence of such decisions. |
| (g) | Any outstanding amounts payable under this Agreement will incur a late-fee charge of three percent (3%) per month that such amounts remain outstanding from the date on which they are due. |
| (h) | Except with respect to Indemnified Parties under Section 3 (“Indemnification and Related Matters”) and Exhibit A, this Agreement is intended only for the benefit of the parties hereto and their respective successors, and is not for the benefit of, nor may any provision hereof be enforced by, any other person. This Agreement and the rights hereunder may not be assigned by either party (except by operation of law). |
| (i) | Any term or provision of this Agreement that is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement in such jurisdiction, and without affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only as broad as is enforceable. |
Section 13. Termination. The term of this Agreement (the “Term”) shall commence on the date hereof and shall end immediately following the Closing of the Offering; provided, however, that this Agreement can be terminated (i) by the Company upon thirty (30) days written notice of termination for any reason that is delivered at any point following the termination of discussions with (and any agreements with) the Introduced Parties; and (ii) by Chardan pursuant to Section 11 (addressing Chardan’s diligence rights with respect to the Offering).
Upon the Agreement’s expiration or termination, Section 2 (“Compensation”) (but only with respect to any remaining fees due or any fees that that may be come due from a later receipt of proceeds from an Offering that has closed prior to the Agreement’s expiration or termination) Section 4 (“Expenses”), Section 5 (“Chardan’s Relationship with Others”), Section 6 (“Confidential Information”), Section 7(c) (addressing use of Chardan’s name), Section 8 (“Public Announcements”), Section 10 (“Future Transactions”) and Section 12 (“Miscellaneous”) will survive. Notwithstanding the foregoing sentence, no part of Section 2 will survive a termination by Chardan pursuant to Section 11 (addressing Chardan’s diligence rights with respect to the Offering).
[Signature page follows]
We are delighted to continue working with you under this engagement and look forward to working with you on this assignment. Please confirm that the foregoing is in accordance with your understanding by signing and returning to us one copy of this enclosed duplicate of this Agreement.
Very truly yours,
CHARDAN CAPITAL MARKETS LLC
| By: | /s/ George Kaufman | |
| George Kaufman, | ||
| Head of Investment Banking |
Agreed to and accepted this 24th day of September, 2025
AlphaTON Capital Corp
| By: | /s/ Brittany Kaiser | |
| Brittany Kaiser, Chief Executive Officer |
Exhibit A
INDEMNIFICATION AND RELATED MATTERS
The Company agrees to indemnify and hold harmless Chardan and its affiliates and their respective officers, directors, employees, agents and controlling persons (each of Chardan and such other persons, including entities, being an “Indemnified Party”), from and against any losses, claims, damages and liabilities, joint or several, to which such Indemnified Party may become subject under any applicable law, or otherwise, which relate to or arise in any manner out of any transaction, financing, any actual or alleged untrue statements of fact or material omissions of fact in any Investor Materials, the matters disclosed or otherwise described in Section 5 (“Chardan’s Relationships with Others”) or any other matter (collectively, the “Matters”) contemplated by the Agreement of which this Exhibit A forms a part, and the performance by Chardan of the services contemplated thereby, and will promptly reimburse each Indemnified Party for all reasonable expenses (including reasonable fees and expenses of legal counsel) as incurred in connection with the investigation of, preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf of the Company. Notwithstanding the foregoing, the Company shall not be liable under the foregoing to the extent that any loss, claim, damage, liability or expense is found in a final judgment by a court of competent jurisdiction to have resulted solely from Chardan’s gross negligence or willful misconduct.
The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise to the Company or its security holders or creditors) related to, arising out of, or in connection with, any Matters, the engagement of Chardan pursuant to, or the performance by Chardan of the services contemplated by, the agreement (the “Agreement”) of which this Exhibit A forms a part, except to the extent any loss, claim, damage or liability is found in a final judgment by a court of competent jurisdiction to have resulted solely from Chardan’s gross negligence or willful misconduct.
If the indemnification of an Indemnified Party provided for in this Exhibit A is for any reason held unenforceable, although otherwise applicable in accordance with its terms, the Company agrees to contribute to the losses, claims, damages and liabilities for which such indemnification is held unenforceable (i) in such proportion as is appropriate to reflect the relative benefits to the Company, on the one hand, and Chardan, on the other hand, of any Matter (whether or not the Matter is consummated) or (ii) if (but only if) the allocation provided for in clause (i) is for any reason held unenforceable, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company, on the one hand, and Chardan, on the other hand, as well as any other relevant equitable considerations. The Company agrees that for the purposes of this paragraph the relative benefits to the Company and Chardan of any contemplated Matter (whether or not such Matter is consummated) shall be deemed to be in the same proportion that the total value paid or received or to be paid or received by the Company as a result of or in connection with any Matter, bears to the fees paid or to be paid to Chardan under the Agreement; provided, however, that, to the extent permitted by applicable law, in no event shall the Indemnified Parties be required to contribute an aggregate amount in excess of the aggregate fees actually paid to Chardan under the Agreement.
Promptly after receipt by Chardan or any other Indemnified Party of any notice of any proceeding, or the commencement of any legal action or proceeding in respect of which indemnity may be sought against the Company, Chardan or such other Indemnified Party shall notify the Company promptly in writing of the receipt of any such notice or commencement of such an action or proceeding. In the event the Company shall be obligated under this Exhibit A to indemnify Chardan and/or such other Indemnified Party, the Company may assume and control all aspects of the defense of such proceeding, including, inter alia, selection of counsel (which counsel shall be reasonably acceptable to Chardan) and, subject to the next paragraph, settlement; provided, however, that the Indemnified Parties shall have the right to retain separate counsel, but the fees and expenses of such counsel shall be at the expense of the Indemnified Parties, unless (i) the employment of such counsel has been specifically authorized in writing by the Company, (ii) the Company has failed to assume and pursue diligently the defense and employ reasonably acceptable counsel as required above, or (iii) the named parties to any such action (including any impleaded parties) include both (a) the Indemnified Parties and (b) the Company, and the Indemnified Parties shall have reasonably determined that the defenses available to them are not available to the Company and/or may not be consistent with the best interests of the Company or the Indemnified Parties (in which case the Company shall not have the right to assume the defense of such action on behalf of the Indemnified Parties); it being understood, however, that the Company shall not, in connection with any one such action or separate, substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys for the Indemnified Parties, which firm shall be designated in writing by Chardan.
The Company agrees that it will not, without the prior written consent of Chardan, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding in respect of which indemnification may be sought hereunder (whether or not Chardan or any other Indemnified Party is an actual or potential party to such claim, action or proceeding), unless such settlement, compromise or consent: (a) includes an unconditional release of such Chardan and each other Indemnified Party hereunder from all liability arising out of such claim, action or proceeding and (b) does not (unless otherwise consented to by Chardan) include a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of any Indemnified Party. The Company shall not be liable for any settlement effected without its prior written consent which will not be unreasonably withheld, consented or delayed.
If Chardan or any other Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against the Company in which such party is not named as a defendant, the Company will reimburse Chardan for all reasonable expenses incurred in connection with such party’s appearing and preparing to appear as such a witness, including, without limitation, the fees and disbursements of its legal counsel.
The provisions of this Exhibit A shall continue to apply and shall remain in full force and effect regardless of any modification or termination of the engagement or Agreement or the completion of Chardan’s services thereunder.
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form F-3 of our report dated July 25, 2025 with respect to the financial statements of AlphaTON Capital Corp for the year ended March 31, 2025 included in the Annual Report on Form 20-F. We also consent to the reference to us under the heading “Experts” in such Registration Statement.
CBIZ CPAs P.C.
New York, New York
November 6, 2025
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form F-3 of our report dated August 14, 2024 with respect to the financial statements of AlphaTON Capital Corp for the year ended March 31, 2024 included in the Annual Report on Form 20-F. We also consent to the reference to us under the heading “Experts” in such Registration Statement.
Marcum LLP
New York, New York
November 6, 2025