Bitzero Files Final Prospectus for Up to $200 Million Offering

Bitzero Holdings Inc, a provider of IT energy infrastructure and high-efficiency power for data centers, has taken a significant step in its capital market strategy by filing a final short form base shelf prospectus. This prospectus, which was filed on September 11, 2026, and received a final receipt on the same day, allows the company to issue various securities, including voting shares, warrants, units, and subscription receipts, with an aggregate offering price of up to US$200 million over a 25-month period.

The filing of the base shelf prospectus is part of Bitzero’s ongoing efforts to enhance its financial flexibility and capitalize on market opportunities. According to the company, the specific terms of any offering will be detailed in applicable prospectus supplements. It is important to note that the filing of the base shelf prospectus does not obligate Bitzero to complete any offering, and the company has not entered into any agreements for an at-the-market distribution.

In addition to the base shelf prospectus, Bitzero has also registered with the U.S. Securities and Exchange Commission (SEC) through a registration statement on Form F-10. This registration statement, which became effective on September 14, 2026, includes the base shelf prospectus and is available for public access through EDGAR at the SEC’s website.

Bitzero’s recent activities also include the deemed exercise of special warrants issued in a private placement on July 30, 2026. These warrants, totaling 5,828,342, were exercised at 5:00 p.m. (New York time) on September 15, 2026, for no additional consideration, resulting in the issuance of 5,828,342 voting shares and 5,828,342 warrants. Each warrant entitles its holder to acquire one voting share at an exercise price of US$5.00, subject to adjustment, until July 30, 2031.

To further facilitate the distribution of these securities, Bitzero has filed a Canadian qualifying prospectus supplement to the base shelf prospectus. This supplement qualifies the distribution of the 5,828,342 voting shares and 5,828,342 warrants, which are issuable upon the deemed exercise of the special warrants. The company notes that no special warrants are being offered or sold under this prospectus supplement, and the company will not receive any additional funds from the deemed exercise of the special warrants.

Additionally, Bitzero has filed a U.S. resale prospectus supplement to the base shelf prospectus and the effective U.S. registration statement. This supplement registers the resale of 5,828,342 voting shares and up to 5,828,342 voting shares issuable upon the exercise of the warrants, which are also issuable upon the deemed exercise of the special warrants. The company will not receive any proceeds from the resale of these securities by selling shareholders, but it may receive proceeds if the warrants are exercised for cash.