CRCW · The Crypto Company

The Crypto Company entered into Subscription Agreements on May 11, 2026, with accredited investors Boulder Syndicate Ltd and Ron Levy, selling 17,600,000 shares at an aggregate price of $55,000. This private placement relied on exemptions under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D, confirming no public offering or general solicitation occurred. Notably, $50,000 of the consideration was offset by canceling accrued unpaid compensation owed to Ron Levy, resulting in only $5,000 in new cash inflows. Investors provided representations as accredited parties acquiring for investment purposes, with legends restricting resale. Additionally, each investor receives a prepaid warrant for potential participation in a future private placement, providing them preferential access. The transaction dilutes existing shareholders but bolsters liquidity minimally through the cash portion while settling obligations. Customary representations and warranties allocate risk between parties, with the full Form of Subscription Agreement attached as Exhibit 10.1.