Eightco Holdings Inc.

101 Larry Holmes Drive, Suite 313, Easton, PA 18042 · Leased · April 2027 · Principal Executive Office

234 5th Ave, Suite 511 New York, NY 10001 · Leased · April 2026 · Office space

Keizersgracht 482, 1017 EG Amsterdam, Netherlands · Leased · Month-to-Month · Office space

We believe that our existing properties are adequate for the current operating requirements of our business and that additional space will be available as needed.

• In connection with our WLD treasury strategy, we expect to interact with various smart contracts deployed on the Worldcoin network, which may expose us to risks and technical vulnerabilities.
• Part of our future business strategy may include acquisitions and investments in companies with Worldcoin-focused or blockchain strategies, and there are risks associated with the integration of any assets or operations acquired and our ability to manage those risks. In addition, we may be unable to make attractive acquisitions or successfully integrate acquired businesses, assets or properties, and any inability to do so may disrupt our business and hinder our ability to grow.
• Decentralized finance arrangements may expose us to risks of smart contract risk, operational failures and cybersecurity threats.
• The Company will face risks relating to the custody of its digital assets. If we or our third-party service providers experience a security breach or cyberattack and unauthorized parties obtain access to our private keys, or if our private keys are lost or destroyed, or other similar circumstances or events occur, we may lose some or all of our digital assets and our financial condition and results of operations could be materially adversely affected.
• We face risks relating to the use of third-party trading platforms in connection with our Worldcoin-focused strategy.
• The irreversibility of digital asset transactions exposes us to risks of theft, loss and human error, which could negatively impact our business.
• We are subject to significant competition in the growing digital asset industry and the Company’s business, operating results, and financial condition may be adversely affected if the Company is unable to compete effectively.
• Our dependence on various third-party advisors exposes us to certain risks regarding the operation of our business.
• Risks Related to Strategic Investments
• Our strategic investments in private companies, including OpenAI and Beast Industries, are illiquid and subject to significant valuation uncertainty, and we may not realize a return on these investments.
• Our strategic investment portfolio is concentrated in a small number of private companies, and our investment in OpenAI represents approximately 30% of our total treasury position, subjecting us to significant concentration risk.
• We hold minority interests in our strategic portfolio companies and have limited ability to influence their operations, governance, or strategic direction.
• Our strategic investments expose us to risks that are distinct from our digital asset holdings, including risks related to the business operations, competitive environments, and regulatory frameworks applicable to our portfolio companies.
• We have deployed a significant portion of our capital into strategic investments and digital assets, and the continued pursuit of this capital allocation strategy may require us to raise additional capital, which could result in dilution to existing stockholders.
• Risks Related to Worldcoin and Cryptocurrency
• Opaque governance, concentration of ownership, and a potential lack of meaningful separation between the World Foundation and Tools for Humanity may create conflicts of interest; material decisions may be made to the detriment of third-party holders of WLD and could also adversely affect the value of WLD and the Company.
• The Worldcoin ecosystem has a limited operating history.
• Worldcoin’s credibility and direction are heavily tied to founder Sam Altman and other key employees. WLD tokens may represent a substantial portion of these individuals’ wealth, which concentrates influence and creates uncertainty over how personal decision, priorities and sales might hurt the ecosystem.
• Liquidity of WLD is not guaranteed, and WLD could be subject to manipulation.
• Privacy risks from biometric verification are extensive and may lead to significant barriers to entry.
• Worldcoin’s requirement for in-person iris scans could create a significant adoption barrier compared to digital-only identity systems.
• Worldcoin’s biometric data is a high-value attack target for cyber-criminals and other bad actors.
• Opposition and accusations of “data colonialism” toward large-scale biometric systems could limit Worldcoin’s acceptance and trigger regulatory backlash.
• Worldcoin’s proof-of-personhood model, on its own, is likely to not comply with current global KYC/AML requirements in many jurisdictions, including in the US, UK and EU; the model of biometric scanning replaces the obligation to deliver documentation of a person’s country of origin and proof of residence, for example, and therefore by itself is non-compliant with existing frameworks. Systems like Worldcoin’s “proof-of-personhood” do not verify identity but verify uniqueness.
• Worldcoin is created and transmitted on a public blockchain network, Ethereum, which is a decentralized peer-to-peer network of computers running the Ethereum protocol. If the Ethereum network is disrupted or encounters any unanticipated difficulties, including power outages or grid failures, the value of WLD could be negatively impacted and there could be significant impact on the operation of financial and other markets.
• WLD and other digital assets are novel assets, and are subject to significant legal, commercial, regulatory and technical uncertainty, which could materially adversely affect the Company’s financial position, operations and prospects.
• If any of the digital assets that we hold are classified as a security, we may be subject to extensive regulation, which could result in significant costs or force us to cease operations.
• The classification of digital assets that we hold as a commodity could subject us to additional CFTC regulation, resulting in significant compliance costs or the cessation of certain operations.
• The lack of legal recourse and insurance for digital assets increases the risk of total loss in the event of theft or destruction.
• Worldcoin could be subject to technological obsolescence, including competition from emerging blockchain and artificial intelligence protocols.
• The emergence or growth of other digital assets, including those with significant private or public sector backing, including by governments, consortiums or financial institutions, could have a negative impact on the price of WLD and adversely affect the Company’s securities.
• Risks Related to Forever 8 and its Operations
• Our business depends on our strong and trusted brand, and failure to maintain and protect our brand, or any damage to our reputation, or the reputation of our partners, could adversely affect our business, financial condition or results of operations.
• We are dependent upon consumers’ continued and unimpeded access to the internet, and upon their willingness to use the internet for commerce.
• Our results of operations may be adversely affected by changes in foreign currency exchange rates.
• Risks Related to Our Business Generally
• Loss of any or all of our key management personnel may present challenges.
• Adverse macroeconomic conditions, including inflation, recession, geopolitical instability, and declines in discretionary consumer spending, could adversely affect our business, financial condition and results of operations.
• We operate in highly competitive industries and our revenues, profits or market share could be harmed if we are unable to compete effectively.
• We may not be able to fund capital expenditures and investment in projects and offerings, and our business plan may require additional liquidity and capital resources that might not be available on favorable terms, or at all.
• Cyber security risks and the failure to maintain the integrity of internal, partner, and consumer data could result in damages to our reputation, the disruption of operations and/or subject us to costs, fines or lawsuits, and our insurance coverage may not be adequate to cover all possible losses.
• We currently do not intend to pay dividends on our common stock, and our common stock is subordinate to all of our future indebtedness and any series of preferred stock.
• We are obligated to maintain effective internal controls over financial reporting under the Sarbanes-Oxley Act, and as an emerging growth company and smaller reporting company, we take advantage of certain exemptions that could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.
• An active trading market for our common stock may not develop or be sustained, the trading price is likely to be volatile, and our common stock may be delisted from Nasdaq.
• Anti-takeover provisions, our ability to issue preferred stock, and future equity issuances could adversely affect holders of our common stock and impair a takeover attempt.
• Investors are subject to litigation risk and their respective investments in the shares of our common stock may be lost as a result of our legal liabilities or the legal liabilities of our affiliates.