BTCS Labs Inc.

Overview

• Nevada public benefit corporation.
• Dual mission:
  • Public Benefit Purpose: promote and advance DeFi and blockchain ecosystems through open-source infrastructure, scalable and secure protocols, and tools that lower participation barriers; conduct education and public awareness efforts; create lasting value for the blockchain community alongside shareholder value.
  • For-Profit Purpose: develop and deliver revenue-generating blockchain solutions for institutional and individual participants; offer DeFi-related products and services; provide blockchain infrastructure services such as validator operations and node management; build and scale Layer 2 solutions to improve throughput and reduce costs; explore partnerships with Layer 2 networks, blockchain foundations, and DAOs.
• Activities are intended to complement BTCS Inc.; the company does not intend to acquire operating companies.

Business activities

• Public benefit initiatives (as resources permit): support open-source blockchain infrastructure, develop scalable and secure protocols for decentralized networks, and foster tools that reduce barriers to DeFi participation, together with education and public awareness programs.
• Revenue-generating strategies (subject to capital availability):
  • Products and services that support DeFi applications.
  • Blockchain infrastructure offerings, including validator operations and node management.
  • Layer 2 protocol work to increase throughput and reduce costs across major networks.
  • Potential partnerships and integrations with Layer 2 networks, blockchain foundations, and DAOs to accelerate adoption.
• Positioning: aims to operate as a complement to BTCS Inc. while acknowledging that overlap or competition may emerge as the ecosystem evolves.

Stage, operations, and governance

• Incorporated on December 24, 2024.
• Governance: Charles Allen serves as the sole officer and director. He also serves as CEO and Chairman of BTCS Inc. and maintains other commitments.
• Talent and organizational development: the company plans to recruit additional officers, directors, and staff and expects competition for qualified personnel.
• Facilities: the company uses office space and equipment provided by Charles Allen.

Financing and digital-asset considerations

• Capital: the company expects to raise additional capital, through equity or debt, to fund R&D, infrastructure, and operations. Equity raises may dilute existing stockholders; debt financing may include restrictive covenants.
• Digital assets: the company expects to hold digital assets in the future and recognizes related risks around security, custody, volatility, liquidity, and impairment. The company also recognizes uncertainties in accounting and tax treatment for digital assets and staking rewards, and the need to implement appropriate financial controls for digital-asset activity.

Regulatory, public-benefit, and operational risks

• Public benefit mandate: balancing stockholder interests with the public benefit mission may lead to initiatives that prioritize public goods over maximum short-term profits, which could affect investor perceptions.
• Regulatory environment: evolving rules from federal and state regulators (including securities, commodities, sanctions, and financial-crime agencies) may increase compliance costs or limit certain business lines; licensing requirements could affect activities such as staking or DeFi participation.
• Cybersecurity and operations: as the business grows, formal risk assessments and safeguards will be required. Primary operational risk management responsibility currently rests with the company’s officer and director.

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