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AVAX ONE TECHNOLOGY LTD.

AVX
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Business Summary

AVAX One Technology Ltd. (formerly AgriForce Growing Systems, Ltd.) has undergone a significant strategic transformation, shifting its primary business focus from ag-tech to digital assets, specifically the accumulation and appreciation of the Avalanche token (AVAX) and sustainable Bitcoin Mining. The company was incorporated on December 22, 2017, and ceased most of its legacy ag-tech operations in early 2025, except for its Manna business, which is currently in liquidation . The company's main business model now revolves around blockchain-based operations, generating revenue from staking rewards on the Avalanche Protocol and the production of digital assets through Bitcoin Mining .

The company's core business model is centered on its digital asset strategy, which includes both Avalanche Protocol operations and Bitcoin Mining. Revenue from Avalanche Protocol operations is generated through network-based smart contracts where the company stakes AVAX tokens on validator nodes to validate transactions and add blocks to the blockchain, earning additional AVAX tokens as rewards . Bitcoin Mining revenue is earned from providing transaction verification services to a mining pool, receiving a share of block rewards and transaction fees . The company's digital assets are primarily held for long-term investment purposes, with some used as collateral for borrowings to fund operations .

The Avalanche Protocol segment commenced operations in the fourth quarter of 2025 . In 2025, this segment generated 49,768 AVAX tokens from staking operations, recognizing $607,605 in revenue . The gross rewards rate for the Avalanche network ranged from a minimum of 5.46% (2-week duration) to a maximum of 6.5% (annual duration) as of December 31, 2025 . The company's net rewards rate, after a weighted-average delegation fee of 89bps or 2.16% of total rewards, ranged from a minimum of 5.45% (2-week duration) to a maximum of 6.49% (annual duration) as of February 2026 .

The Bitcoin Mining segment began operations in December 2024 with the acquisition of its first facility in Alberta, Canada, followed by an additional facility in Ohio in January 2025 . As of December 31, 2025, the company owned three Bitcoin Mining facilities housing 682 BITMAIN Antminer S21 Pro, 1,407 BITMAIN Antminer S19J Pro, 50 BITMAIN Antminer S21XP, and 75 BITMAIN Antminer S19 Bitcoin mining ASIC machines . In 2025, the company produced Bitcoins at a weighted average cost of approximately $50,300 . The company mined 1 BTC every 21 days at an average operating cost of $2,333.36 per day, running at 218PH/s at 2500kWh and $0.05/kWh, generating approximately 0.04724 BTC per day .

For the fiscal year ended December 31, 2025, AVAX One Technology Ltd. reported total revenue of $2,340,811 , a significant increase from $26,572 in 2024 . The company incurred a net loss of $33,195,206 for 2025, compared to a net loss of $16,274,815 in 2024. Basic net loss per common share for total operations was $(2.03) in 2025, and diluted net loss per common share for total operations was $(2.15) . Cash and cash equivalents stood at $22,135,450 as of December 31, 2025, up from $489,868 in 2024. Total assets were $194,964,640 in 2025, compared to $10,763,983 in 2024. Total liabilities were $7,989,015 in 2025, compared to $4,652,730 in 2024. Debentures, net of discount, were $6,439,045 in 2025, compared to $1,443,209 in 2024.

Year-over-year, total revenue increased by $2,314,239 , or 8705.8% , driven by the commencement of Avalanche Protocol operations in Q4 2025 and a 6421% increase in Bitcoin Mining revenue from $26,572 in 2024 to $1,732,675 in 2025. Operating expenses increased by $13,882,286 , or 137% , primarily due to a $1.4 million increase in cost of revenue excluding depreciation, an $0.5 million increase in depreciation and amortization, and a $1.4 million increase in impairment of assets. Share-based compensation also increased by $1.1 million , or 293% . The unrealized loss on market valuation of digital assets was $7,766,498 in 2025, compared to $0 in 2024.

Significant operational developments during the period include the company's name change to AVAX One Technology Ltd. on November 13, 2025, reflecting its new focus on digital assets . On September 22, 2025, the company entered into subscription agreements for a private placement, which closed on November 5, 2025, raising $219.1 million in cash, stablecoins, and AVAX tokens to establish its digital asset treasury reserve strategy . The company also acquired the assets of Bald Eagle Mining, LLC for $4,765,000 on January 17, 2025, increasing its Bitcoin mining units from 900 to 1,662 . In December 2025, the company entered into a letter of intent to sell its Manna IP for $1,550,000 , resulting in an impairment charge of $5,110,592 . The company also effected a one-for-nine reverse stock split on July 28, 2025 .

Business Outlook

The company's primary growth area is its digital asset strategy, with a significant focus on the Avalanche blockchain and its native token, AVAX. The company closed a private placement on November 5, 2025, raising $219.1 million , with approximately $10 million of the cash net proceeds allocated for general corporate purposes and the remaining cash net proceeds for the acquisition of AVAX tokens . As of December 31, 2025, the company had purchased 9,377,474 AVAX tokens at an average price of $11.73 per token . The company also owned 12,409,212 AVAX tokens as of December 31, 2025 , and has rights to staking rewards for an additional 1,461,616 tokens that will be received when transfer restrictions expire. The company "stakes" its AVAX tokens to generate additional AVAX tokens, which are recognized as revenue . In January 2026, the company launched its proprietary validator infrastructure to enable third-party delegators to stake AVAX at competitive costs and generate revenue through delegation fees .

Another significant growth area is the Bitcoin Mining operation. The company currently owns three Bitcoin Mining facilities in Alberta, Canada, and Ohio . In February 2026, the company entered into an agreement to purchase 1,500 new BITMAIN Antminer S19K Pro miners for approximately $300,000 and the trade-in of 1,500 BITMAIN Antminer S19J Pro miners . This upgrade is expected to result in an efficiency gain of approximately 20% , as the S19K Pro miners operate at a hash rate of 120 TH/s compared to the S19J Pro miners' hash rate of just under 100 TH/s . The new units are expected to be delivered by the end of March 2026, with full operational status by mid-April 2026 . Upon completion, the company expects to achieve an overall hash rate of approximately 370 PH/s, mining 1 BTC every 6-7 days for the remainder of calendar 2026 .

The company's operational outlook includes managing energy costs, a significant driver for Bitcoin Mining operations, through power purchase agreements that allow it to obtain natural gas at favorable prices . The company's weighted average cost of Bitcoin mined is approximately $50,300 , which may vary due to factors like weather and maintenance issues . The company's digital assets are held in custody primarily by Coinbase and BitGo, with reliance on their Type 2 SOC 2 or SOC 1 reports for security and internal controls . The Asset Manager, Hivemind Capital Partners, LLC, has full discretion over the company's AVAX staking operations and any transfers, trades, or sales of digital asset holdings , and presents monthly reports to the board of directors .

Regarding capital allocation, the company uses its free cash flow to purchase additional digital assets while maintaining a cash reserve . It occasionally uses its digital assets as collateral in borrowings to fund operations . In November 2025, the board of directors authorized a share repurchase program of up to $40 million of its outstanding common shares for a period of 12 months . As of December 31, 2025, the company had repurchased 183,346 shares for a total cost of $257,964 . From January 1, 2026, to March 24, 2026, an additional 3,090,038 common shares were repurchased for $2,868,398 , leaving approximately $36,906,371 available under the program. The company does not expect to pay cash dividends on its common shares in the foreseeable future, planning to reinvest all earnings to cover operating costs and finance growth .

The company explicitly flagged several structural headwinds and execution risks. Its financial results and common share price may be affected by the volatile prices of AVAX and other digital assets . Adverse developments specific to AVAX, such as protocol-level failures or network instability, could disproportionately impact financial condition . Regulatory developments related to crypto assets and markets may adversely affect the business, financial condition, and results of operations . The company's reliance on an asset manager for its investment strategy may not yield the desired return . Cryptocurrency price volatility may necessitate substantial cash reserves or liquidity buffers , and the lack of comprehensive regulation governing cryptocurrency trading platforms exposes the company to fraud, market manipulation, security breaches, and operational failures . Security breaches or cyber-attacks could lead to a partial or total loss of cryptocurrency . Disruptions, forks, 51% attacks, hacks, or other adverse events to cryptocurrency blockchains could materially and adversely impact the business .

Risk Factors

The company faces significant risks, including its early-stage nature with a limited operating history and a history of cumulative net losses of $93,977,325 through December 31, 2025, with no assurance of future profitability. The company will require additional financing to expand operations and may not obtain it on acceptable terms, or at all, which could have a material adverse effect on its business . Under current SEC regulations, the company's ability to raise capital through primary public offerings using shelf registration statements is limited to one-third of its public float, which was approximately $52.0 million as of March 24, 2026 . Strategic transactions, including acquisitions, could disrupt the business, cause dilution, and reduce financial resources . The industries in which the company operates are highly competitive, and it may be unable to compete against companies with greater resources . The company's financial results and common share price are highly susceptible to the volatile prices of AVAX and other digital assets, with AVAX prices ranging from $11.43 to $44.00 in 2025 . Regulatory developments related to crypto assets and markets may adversely affect the business, and if the company were deemed an investment company under the 1940 Act, it would be impractical to continue its business as currently contemplated . Security breaches, cyber-attacks, loss of private keys, or other compromises to cryptocurrency blockchains could lead to a partial or total loss of cryptocurrency and materially adversely affect financial condition . The company's share price has been volatile and may be subject to future volatility, including potential "short squeezes" . Failure to meet Nasdaq Capital Market requirements, such as the minimum $1.00 per share bid price, could lead to delisting, adversely affecting market liquidity and the ability to raise funds . The company's management team is required to devote substantial time to regulatory compliance, which may divert attention from day-to-day management .

Management Priorities

Management's message to shareholders emphasizes a strategic pivot towards digital assets, primarily the Avalanche token, and sustainable Bitcoin Mining, following the cessation of most legacy ag-tech operations in early 2025. The company successfully closed a private placement on November 5, 2025, raising approximately $219.1 million to fund this digital asset strategy, with approximately $10 million of the cash net proceeds allocated for general corporate purposes and the remainder for AVAX token acquisition. Management highlights the launch of its proprietary validator infrastructure in January 2026, which is expected to strengthen operational control, improve capital efficiency, and create an incremental revenue stream through delegation fees. Key strategic priorities include the continued accumulation and staking of AVAX tokens, as evidenced by the purchase of 9,377,474 AVAX tokens at an average price of $11.73 per token as of December 31, 2025, and the ongoing expansion and efficiency improvements in Bitcoin Mining operations, such as the planned upgrade to 1,500 new BITMAIN Antminer S19K Pro miners by mid-April 2026, which is projected to increase the overall hash rate to approximately 370 PH/s and enable mining 1 BTC every 6-7 days for the remainder of calendar 2026. Management also underscored its commitment to capital allocation through a board-authorized share repurchase program of up to $40 million of outstanding common shares over 12 months, with $36,906,371 remaining as of March 24, 2026.

View Source Annual Report on SEC.gov ↗

References

  1. [1] Item 1, Business — Our Business
  2. [2] Item 7, MD&A — Trends and Uncertainties Impacting Our Business and Industry
  3. [3] Item 1, Business — What Is the Avalanche Token and What Are Its Advantages?
  4. [4] Item 3, Significant Accounting Policies — Revenue Recognition — Bitcoin Mining
  5. [5] Item 1, Business — Capital Allocation Regarding Digital Assets
  6. [6] Item 7, MD&A — Results of Operations for the Years Ended December 31, 2025 and 2024 — Revenues
  7. [7] Item 1, Business — What Is the Avalanche Token and What Are Its Advantages?
  8. [8] Item 1, Business — What Is the Avalanche Token and What Are Its Advantages?
  9. [9] Item 1, Business — What Is the Avalanche Token and What Are Its Advantages?
  10. [10] Item 7, MD&A — Results of Operations for the Years Ended December 31, 2025 and 2024 — Revenues
  11. [11] Item 1, Business — Bitcoin Mining Operation
  12. [12] Item 1, Business — Bitcoin Mining Operation
  13. [13] Item 1, Business — Sustainable Bitcoin Mining
  14. [14] Item 8, Consolidated Statements of Comprehensive Loss — Revenue
  15. [15] Item 8, Consolidated Statements of Comprehensive Loss — Revenue
  16. [16] Item 8, Consolidated Statements of Comprehensive Loss — Net loss
  17. [17] Item 8, Consolidated Statements of Comprehensive Loss — Net loss
  18. [18] Item 8, Consolidated Statements of Comprehensive Loss — Basic net loss per common share, total
  19. [19] Item 8, Consolidated Statements of Comprehensive Loss — Diluted net loss per common share, total
  20. [20] Item 8, Consolidated Balance Sheets — Cash and cash equivalents
  21. [21] Item 8, Consolidated Balance Sheets — Cash and cash equivalents
  22. [22] Item 8, Consolidated Balance Sheets — Total assets
  23. [23] Item 8, Consolidated Balance Sheets — Total assets
  24. [24] Item 8, Consolidated Balance Sheets — Total liabilities
  25. [25] Item 8, Consolidated Balance Sheets — Total liabilities
  26. [26] Item 8, Consolidated Balance Sheets — Debentures, net of discount
  27. [27] Item 8, Consolidated Balance Sheets — Debentures, net of discount
  28. [28] Item 7, MD&A — Results of Operations for the Years Ended December 31, 2025 and 2024 — Revenues
  29. [29] Item 7, MD&A — Results of Operations for the Years Ended December 31, 2025 and 2024 — Revenues
  30. [30] Item 7, MD&A — Results of Operations for the Years Ended December 31, 2025 and 2024 — Revenues
  31. [31] Item 7, MD&A — Results of Operations for the Years Ended December 31, 2025 and 2024 — Revenues
  32. [32] Item 7, MD&A — Results of Operations for the Years Ended December 31, 2025 and 2024 — Revenues
  33. [33] Item 7, MD&A — Results of Operations for the Years Ended December 31, 2025 and 2024 — Total Operating Expenses
  34. [34] Item 7, MD&A — Results of Operations for the Years Ended December 31, 2025 and 2024 — Total Operating Expenses
  35. [35] Item 7, MD&A — Results of Operations for the Years Ended December 31, 2025 and 2024 — Total Operating Expenses
  36. [36] Item 7, MD&A — Results of Operations for the Years Ended December 31, 2025 and 2024 — Total Operating Expenses
  37. [37] Item 7, MD&A — Results of Operations for the Years Ended December 31, 2025 and 2024 — Total Operating Expenses
  38. [38] Item 7, MD&A — Results of Operations for the Years Ended December 31, 2025 and 2024 — Total Operating Expenses
  39. [39] Item 7, MD&A — Results of Operations for the Years Ended December 31, 2025 and 2024 — Total Operating Expenses
  40. [40] Item 7, MD&A — Results of Operations for the Years Ended December 31, 2025 and 2024 — Total Operating Expenses
  41. [41] Item 7, MD&A — Results of Operations for the Years Ended December 31, 2025 and 2024 — Total Operating Expenses
  42. [42] Item 1, Business — Overview
  43. [43] Item 1, Business — The Transition
  44. [44] Item 1, Business — The Transition
  45. [45] Item 7, MD&A — Recent Developments — Acquisitions and Dispositions
  46. [46] Item 7, MD&A — Recent Developments — Acquisitions and Dispositions
  47. [47] Item 7, MD&A — Recent Developments — Acquisitions and Dispositions
  48. [48] Item 7, MD&A — Recent Developments — Acquisitions and Dispositions
  49. [49] Item 7, MD&A — Recent Developments — Reverse Stock Splits
  50. [50] Item 1, Business — The Transition
  51. [51] Item 1, Business — The Transition
  52. [52] Item 1, Business — The Transition
  53. [53] Item 1, Business — Summary Three-Year History
  54. [54] Item 1, Business — Overview of our Digital Asset Strategy
  55. [55] Item 1, Business — Overview of our Digital Asset Strategy
  56. [56] Item 1, Business — What Is the Avalanche Token and What Are Its Advantages?
  57. [57] Item 7, MD&A — Recent Developments — Validator Infrastructure
  58. [58] Item 1, Business — Bitcoin Mining Operation
  59. [59] Item 1, Business — Sustainable Bitcoin Mining
  60. [60] Item 1, Business — Sustainable Bitcoin Mining
  61. [61] Item 1, Business — Sustainable Bitcoin Mining
  62. [62] Item 1, Business — Sustainable Bitcoin Mining
  63. [63] Item 1, Business — Sustainable Bitcoin Mining
  64. [64] Item 1, Business — Sustainable Bitcoin Mining
  65. [65] Item 7, MD&A — Trends and Uncertainties Impacting Our Business and Industry — Energy Cost
  66. [66] Item 1, Business — Sustainable Bitcoin Mining
  67. [67] Item 1, Business — Sustainable Bitcoin Mining
  68. [68] Item 1, Business — Digital Asset Security and Internal Controls
  69. [69] Item 1, Business — Hivemind Asset Management Agreement
  70. [70] Item 1, Business — Hivemind Asset Management Agreement
  71. [71] Item 1, Business — Capital Allocation Regarding Digital Assets
  72. [72] Item 1, Business — Capital Allocation Regarding Digital Assets
  73. [73] Item 5, Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities — Issuer Purchases of Equity Securities
  74. [74] Item 5, Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities — Issuer Purchases of Equity Securities
  75. [75] Item 5, Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities — Issuer Purchases of Equity Securities
  76. [76] Item 5, Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities — Issuer Purchases of Equity Securities
  77. [77] Item 5, Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities — Issuer Purchases of Equity Securities
  78. [78] Item 5, Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities — Dividend Policy
  79. [79] Item 1A, Risk Factors — Risks Related to the Company’s DAT Strategy and Cryptocurrency Holdings
  80. [80] Item 1A, Risk Factors — Risks Related to the Company’s DAT Strategy and Cryptocurrency Holdings
  81. [81] Item 1A, Risk Factors — Regulatory developments related to crypto assets and crypto asset markets may adversely affect our business, financial condition, and results of operations.
  82. [82] Item 1A, Risk Factors — Our management team relies upon the advice of an asset manager through an asset management agreement to assist in building a narrowly focused investment strategy and the execution of the Company’s strategy and may not yield the desired return.
  83. [83] Item 1A, Risk Factors — Cryptocurrency price volatility may materially depress asset valuations, necessitating substantial cash reserves or liquidity buffers to maintain operational resilience.
  84. [84] Item 1A, Risk Factors — Cryptocurrency price volatility may materially depress asset valuations, necessitating substantial cash reserves or liquidity buffers to maintain operational resilience.
  85. [85] Item 1A, Risk Factors — If we or our third-party service providers experience a security breach or cyber-attack and unauthorized parties obtain access to our cryptocurrency, or if our private keys are lost or destroyed, or other similar circumstances or events occur, we may lose some or all of our cryptocurrency and our financial condition and results of operations could be materially adversely affected.
  86. [86] Item 1A, Risk Factors — We face significant risks relating to disruptions, forks, 51% attacks, hacks, network disruptions, or other adverse events or other compromises to the cryptocurrency blockchains, which could materially and adversely impact our business, financial condition and results of operations.
  87. [87] Item 1A, Risk Factors — We are an early-stage company with a limited operating history and a history of losses, and we may never become profitable.
  88. [88] Item 1A, Risk Factors — We expect to need additional financing to expand our operations, and we may not be able to obtain financing on acceptable terms, or at all, which could have a material adverse effect on our business, financial condition, results of operations, cash flow and prospects.
  89. [89] Item 1A, Risk Factors — We expect to need additional financing to expand our operations, and we may not be able to obtain financing on acceptable terms, or at all, which could have a material adverse effect on our business, financial condition, results of operations, cash flow and prospects.
  90. [90] Item 1A, Risk Factors — We expect to need additional financing to expand our operations, and we may not be able to obtain financing on acceptable terms, or at all, which could have a material adverse effect on our business, financial condition, results of operations, cash flow and prospects.
  91. [91] Item 1A, Risk Factors — We have engaged in, and in the future may engage in, strategic transactions, investments and other arrangements that could disrupt our business, cause dilution to our shareholders, reduce our financial resources and harm our operating results.
  92. [92] Item 1A, Risk Factors — The industries in which we participate are highly competitive, and we may be unable to successfully and profitably compete against companies with greater resources and capitalization.
  93. [93] Item 1A, Risk Factors — Our financial results and the market price of our common shares may be affected by the prices of AVAX and other digital assets we may hold.
  94. [94] Item 1A, Risk Factors — Our financial results and the market price of our common shares may be affected by the prices of AVAX and other digital assets we may hold.
  95. [95] Item 1A, Risk Factors — If we were deemed to be an investment company under the 1940 Act, applicable restrictions likely would make it impractical for us to continue segments of our business as currently contemplated.
  96. [96] Item 1A, Risk Factors — If we or our third-party service providers experience a security breach or cyber-attack and unauthorized parties obtain access to our cryptocurrency, or if our private keys are lost or destroyed, or other similar circumstances or events occur, we may lose some or all of our cryptocurrency and our financial condition and results of operations could be materially adversely affected.
  97. [97] Item 1A, Risk Factors — Our share price and trading volume have fluctuated in the past, have recently been volatile and may be volatile in the future, including for reasons that may be unrelated to our operating performance or prospects, and, as a result, investors in our common shares could incur substantial losses.
  98. [98] Item 1A, Risk Factors — If we fail to meet all applicable Nasdaq Capital Market requirements and Nasdaq determines to delist our common shares, the delisting could adversely affect the market liquidity of our common shares, impair the value of your investment and adversely affect our ability to raise needed funds.
  99. [99] Item 1A, Risk Factors — Our management team is, and, in the future, will be, required to devote substantial time to regulatory compliance, which may divert our attention from the day-to-day management of our business.
  100. [100] Item 1, Business — The Transition
  101. [101] Item 1, Business — The Transition
  102. [102] Item 1, Business — Summary Three-Year History
  103. [103] Item 5, Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities — Issuer Purchases of Equity Securities
  104. [104] Item 5, Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities — Issuer Purchases of Equity Securities

Analysis on 5/22/2026