SCHEDULE: AJB Capital Discloses 9.99% Stake in Crypto Co
Beneficial Ownership Report
AJB Capital Investments LLC and AJB Capital Managers LLC have reported a 9.99% beneficial ownership stake in Crypto Co, comprising common stock and pre-funded warrants.
Summary
- AJB Capital Investments LLC and AJB Capital Managers LLC jointly filed a Schedule 13G, disclosing beneficial ownership in Crypto Co.
- The reporting persons collectively own 1,327,069,799 shares, representing 9.99% of Crypto Co's Common Stock.
- This ownership consists of 463,654,236 shares of Common Stock and 863,415,563 pre-funded warrants.
- The pre-funded warrants are exercisable within 60 days of December 10, 2025, and are subject to a 9.99% beneficial ownership limitation.
- The percentage ownership is calculated based on 4,774,311,278 shares of Common Stock outstanding as of November 17, 2025, as reported in Crypto Co's Form 10-Q.
- AJB Capital Managers LLC acts as the manager for AJB Capital Investments LLC, directing the voting and disposition of these securities.
- The securities were not acquired for the purpose of changing or influencing the control of Crypto Co, other than activities solely in connection with a nomination under Rule 14a-11.
Sentiment
Score: 7
Explanation: The sentiment is moderately positive as a significant institutional investor has taken a substantial stake, which can be interpreted as a vote of confidence in Crypto Co. The passive nature of the 13G filing and the beneficial ownership limitation prevent a higher score, as it doesn't indicate an activist stance or immediate control.
Positives
- A significant institutional investor, AJB Capital, has taken a substantial 9.99% stake in Crypto Co, potentially signaling confidence in the company's future.
- The investment includes a large number of pre-funded warrants, indicating a long-term interest and potential for increased equity ownership upon exercise.
Negatives
- The beneficial ownership limitation of 9.99% on the warrants suggests a strategic cap on immediate ownership, potentially to avoid certain regulatory thresholds or control implications.
Risks
- The value of the investment is subject to the performance of Crypto Co's common stock.
- The exercise of pre-funded warrants could lead to dilution for existing shareholders if not managed effectively by the issuer, although the 9.99% limitation suggests a controlled approach by the investor.
Future Outlook
This filing is a historical report of beneficial ownership and does not contain forward-looking statements or guidance from Crypto Co or the reporting persons regarding future financial performance or strategic direction.
Management Comments
- Ari Blaine, Authorized Manager of AJB Capital Managers LLC, stated in the certification that the securities were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer, other than activities solely in connection with a nomination under Rule 14a-11.
Industry Context
The filing of a Schedule 13G indicates a passive investment by an institutional investor, signifying a significant stake without the intent to control or actively influence management, beyond potentially nominating directors. This type of filing is common for investment funds taking substantial positions in publicly traded companies, often seen as a vote of confidence in the company's long-term prospects within its sector, in this case, likely the cryptocurrency or blockchain industry given the issuer's name.
Comparison to Industry Standards
- NA
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Manager of AJB Capital Investments LLC | NA | AJB Capital Managers LLC | NA | Clarification of management structure for the reporting entity, not a change in the issuer's management. |
| Authorized Manager of AJB Capital Managers LLC | NA | Ari Blaine | 2026-01-09 | Identified as the signatory for the filing, not a change in the issuer's management. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Reporting Person's Internal Governance | AJB Capital Managers LLC is managed by a board of managers which operates by majority vote, with individual members disclaiming beneficial ownership of the securities held by AJB Investments. | NA | This clarifies the internal governance structure of the reporting entity (AJB Capital Managers LLC) regarding its control over the investment, ensuring no single individual on the board has sole voting or dispositive control. It does not impact Crypto Co's corporate governance directly. |
Stakeholder Impact
- Shareholders: The disclosure of a significant institutional investor taking a 9.99% stake could be viewed positively, potentially increasing investor confidence and market liquidity.
- Management: The certification that the investment is passive (not for control purposes, beyond potential nominations) suggests that current management can continue its strategic direction without immediate pressure from this specific investor.
Next Steps
- AJB Capital Investments LLC and AJB Capital Managers LLC will continue to monitor their investment in Crypto Co.
- Future filings (e.g., Schedule 13D if intent changes, or subsequent 13G amendments) would be required if their ownership percentage or investment intent changes significantly.
Key Dates
| Date | Description |
|---|---|
| 2025-11-17 | Date as of which 4,774,311,278 shares of Common Stock were outstanding, as reported in Crypto Co's Form 10-Q. |
| 2025-11-19 | Date Crypto Co's Quarterly Report on Form 10-Q was filed with the SEC. |
| 2025-12-10 | Date of event which required the filing of this statement; pre-funded warrants are exercisable within 60 days of this date. |
| 2026-01-09 | Effective date of the Joint Filing Agreement and signature date for both AJB Capital Investments LLC and AJB Capital Managers LLC. |
Keywords
Beneficial Ownership, Schedule 13G, Crypto Co, AJB Capital Investments, Common Stock, Pre-funded Warrants, Institutional Investment, Equity Stake, SEC Filing
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