Bitcoin miner Bitari asks public for 99.8% of IPO cash

Bitari Inc.’s preliminary S-1 proposes selling 4,285,715 shares at $7 each to raise $30,000,005, with new investors providing approximately 99.8% of the cash shown in the prospectus table while receiving about 10% of post-offering shares, the filing shows.

The filing projects 43,085,715 shares outstanding after the base offering. Existing holders would contribute $45,000 and hold about 38.8 million shares, roughly 90% of the total. AI Power X Inc. would own 85.87% of outstanding stock after the sale. Pei Zhao is listed as the beneficial owner of AI Power X’s shares and would retain the same share of voting power, which would leave Bitari a controlled company if the offering is completed as described.

Bitari states the offering would raise net tangible book value from $0.06 to $0.69 per share and reports immediate accounting dilution of $6.31 for purchasers who buy at $7 per share. The filing shows projected gross proceeds of $30,000,005 and estimated net proceeds of about $26.95 million before any over-allotment.

The S-1 allocates the expected net proceeds as follows: 40% for strategic acquisitions and investments (about $10.78 million), 30% for global market expansion and brand development, 15% for new mining operations and infrastructure, 10% for research and development, and 5% for general corporate purposes and working capital. The company states it has not identified acquisition targets, entered preliminary negotiations, or signed any acquisition agreements.

For the nine months ended April 30, Bitari reported revenue of $8.37 million, down from $8.59 million in the prior-year period. Net income for the period was $183,905, compared with $990,960 a year earlier. Cash used in operating activities was $689,760 for the nine months ended April 30, after cash generated from operations of $1.37 million in the comparable prior-year period.

Bitari has reserved the ticker BIAI and applied to list on the Nasdaq Global Market; the filing states Nasdaq had not approved the application at the time of the S-1. Closing of the offering is conditioned on final listing approval, and the prospectus does not set a firm offering or trading date.

If the base offering is completed as described, public investors would provide nearly all of the cash in the prospectus table while receiving about one-tenth of post-offering equity and limited immediate voting influence.